How to Transfer or Move a Corporation from New York to Florida

Redomestication, also known as redomiciling or statutory conversion, is the process of legally transferring a corporation's home state from New York to Florida. This unique process allows the corporation to retain its existing name (so long as it is available in Florida), credit history, contracts, bank accounts, and federal employer identification number (FEIN) without:

• Creating a new corporation in Florida;
• Transferring assets between business entities;
• Triggering federal income tax at the corporation or owner level;
• Applying for foreign registration in Florida; or
• Dissolving the original corporation.

For these reasons, redomestication is distinct from the traditional approaches of filing as a foreign entity or merging two entities together. The corporation that exists after the redomestication is the same legal entity that existed before the redomestication. It carries forward all of its prior history (including credit history), rights, obligations, and liabilities as a matter of law.

The process is authorized under the applicable statutes of both New York and Florida. Every state has unique laws and procedures. Our attorney evaluates the statutory framework of both jurisdictions before commencing any filing.

Business owners who wish to operate in Florida often encounter three distinct legal mechanisms. Each carries different legal, tax, and operational consequences:

• Foreign Qualification (a.k.a. Foreign Registration): The corporation registers as a foreign entity in Florida while remaining domiciled in New York. The corporation must then maintain compliance, pay fees, and file reports in both New York and Florida. This approach does not change the corporation's domicile and does not eliminate ongoing obligations in New York.
• Merger: A new corporation is formed in Florida, and the original corporation merges into it. The original corporation then ceases to exist, and the surviving entity may receive a new FEIN. This approach can trigger tax consequences and requires the transfer of contracts, licenses, bank accounts, and other assets to the surviving entity. This is a very costly and time-consuming approach.
• Redomestication: The corporation itself changes its state of domicile from New York to Florida. No new corporation is created. The FEIN, contracts, bank accounts, and credit history remain intact. The corporation's legal continuity is preserved by operation of statute and the Plan of Conversion, and the process does not require asset transfers, novating contracts, or closing bank accounts.

Redomestication is, in most cases, the superior approach for business owners because it preserves continuity, avoids the creation of duplicate entities, and minimizes the administrative and tax burdens associated with foreign qualification and merger when performed correctly.

For a one-time, flat-fee plus state filing costs, our dually-licensed attorney and CPA prepares and files all required legal instruments to change the domicile of your corporation from New York to Florida. The flat-fee covers the entire process from initial consultation through final confirmation of acceptance but excludes any tax work.

It is important to note that many online services, and even some attorneys, omit the preparation of a custom Plan of Conversion. This omission can result in a failure of the process and unforeseen tax and legal complications at both the state and federal levels.

After receiving positive confirmation of acceptance by the Florida Department of State, our attorney then prepares and files a statement of conversion (also referred to as a statement of redomestication, certificate of conversion, articles of conversion, or other jurisdiction-specific terminology) in total compliance with the formalities required by New York law, completing the redomestication.

We know of no other service that will perform all of these legal services to transfer your corporation to Florida from New York at this competitive price.

Yes. If your redomestication is rejected by the Florida Department of State and our attorney is not able to resolve the issue on your behalf, we will refund 120% of your legal fees. No other attorney in Florida matches this guarantee.

This guarantee reflects our confidence in the thoroughness of our process and the quality of the legal instruments we prepare. Because we include a custom Plan of Conversion and file in strict compliance with the statutory requirements of both New York and Florida, we have attained a 100% success rate.

Florida is a pro-business state with favorable tax policies and a diverse and growing economy. By redomesticating to Florida from New York, your corporation may benefit from:

• A streamlined tax structure with no state-level personal income tax;
• No state-level income tax or franchise tax for most corporation types;
• A growth-oriented legal environment with strong asset protection statutes;
• A large and diverse consumer market; and
• A well-developed infrastructure for business formation and compliance.

The absence of a state-level personal income tax is a significant factor for owners of pass-through entities such as LLCs, S corporations, and partnerships, where business income flows through to the owners' personal tax returns. Owners who are also Florida residents may realize meaningful tax savings at the state level.

Redomestication is a form of non-taxable business reorganization recognized under Sections 351, 355, and/or 368(a) of the Internal Revenue Code (IRC) and applicable Treasury Regulations. When executed in compliance with the statutory requirements, transferring your corporation from New York to Florida using this approach will not trigger any new federal income taxes at either the corporation or owner level.

The tax-free treatment arises because the redomestication is a change in domicile only, not a sale, exchange, or distribution of assets. The corporation's tax attributes, including its basis in assets, carry forward without adjustment or new accounting.

You will need to apprise the IRS of your new business address. Our firm can handle this administrative task for you at a nominal, additional charge.

The state-level tax implications of redomesticating depend on the laws of New York and the specific facts and circumstances of your corporation.

• New York: Most states require the filing of a final tax return for the period ending on the effective date of the redomestication. Some states may attempt to impose exit taxes, clawback provisions, or other obligations. This is why it is important to keep your tax preparer informed prior to, throughout, and following the redomestication, so he or she will be on notice to prepare and file any tax documents in New York.
• Florida: Florida does not impose a state-level personal income tax. Most corporation types, including LLCs, S corporations, and partnerships, pay no state-level income tax or franchise tax. C corporations domiciled in Florida may be subject to Florida's corporate income tax on income apportioned to the state.

If your corporation has employees, inventory, or sales tax obligations, additional state-level registrations may be required. We discuss these considerations during the initial consultation and can assist with these registrations at additional charge, though they are excluded from the flat-fee price shown on our website, and the execution and delivery of a separate engagement letter is required for any tax work.

The process proceeds in the following sequence:

• Step 1: Complete the process on our website. Access our redomestication workflow at this secure link and submit payment. Our dually-licensed attorney and CPA then begins reviewing your information and preparing your documents for electronic signature.
• Step 2: Plan of Conversion. Our attorney prepares a custom Plan of Conversion and a legal instrument adopting that Plan of Conversion, tailored to the statutory requirements of both New York and Florida. This document is provided to you for review and signature via DocuSign.
• Step 3: Filing with Florida. Our firm prepares and files documents with the Florida Department of State.
• Step 4: Confirmation. Upon acceptance by the Florida Department of State, our firm confirms receipt and provides you with the filed and stamped documents.
• Step 5: Filing with New York. Our attorney prepares and files a custom statement of conversion (or equivalent instrument) with New York, completing the redomestication and concluding the corporation's domicile in New York.
• Step 6: Post-Redomestication. Our firm provides guidance on next steps and ongoing Florida filing requirements, including specific information to provide to your CPA or bookkeeper.

It is important to note that most online services, and even some attorneys, omit Step 2 (the Plan of Conversion) and Step 5 (the filing with New York). These omissions can result in a failure of the process and unforeseen tax and legal complications which are burdensome and time-consuming to remedy, if they can be remedied at all.

A Plan of Conversion is the foundational legal document that authorizes and governs the redomestication of your corporation from New York to Florida. Think of it like the Constitution. It sets forth the terms and conditions of the conversion, identifies the corporation and the jurisdictions of Florida as the destination and New York as the origin, and specifies the manner in which the interests of the owners will be treated and continued.

Both New York and Florida law require the adoption of a Plan of Conversion as a prerequisite to filing articles of conversion or redomestication. Failure to prepare and adopt a proper Plan of Conversion can result in:

• Rejection of the filing by Florida or New York;
• A defective conversion that may not be recognized as legally effective;
• Loss of the non-taxable character of the transaction under federal tax law;
• Disputes (and even lawsuits) among owners regarding the terms of the redomestication; and
• Exposure to personal liability for officers, directors, or managers who authorized a defective transaction.

Our attorney prepares a custom Plan of Conversion for every engagement. This document is not a template or boilerplate form. It is drafted to comply with the specific statutory requirements of both New York and Florida.

Because of the significant variation among local and professional licensing requirements across Florida's counties and municipalities, we do not include these services in the flat-fee. Licensing requirements depend on the nature of the business, the county and municipality in which it operates, and whether the business engages in a regulated profession or trade.

We are prepared to assist with this bespoke service at additional charge upon request and upon the execution and delivery of a separate engagement letter. In many cases, businesses will not require local or professional licenses at all, particularly if the corporation does not maintain a physical location open to the public or engage in a profession that requires state licensure.

Please inquire if you have questions about whether your business requires local or professional licensing in Florida.

Generally, yes. Your tax professional should prepare and file final tax returns for New York, covering the period through the last date of nexus and taxable activity in New York. Depending on the nature of your business operations, it may also be necessary for your tax professional to file one or more of the following:

• Final state income tax return for New York;
• Final local or municipal tax returns, if applicable;
• Final payroll tax returns and notifications to New York;
• Final sales and use tax returns, if applicable; and
• Final excise or specialty tax returns, if applicable.

We do not include tax return preparation in the flat-fee because many small business owners already work with a trusted tax professional. If, however, you require assistance with these filings, we will be pleased to assist upon request at additional charge and subject to the execution and delivery of a separate engagement letter.

Operating a business in Florida without proper registration is illegal and exposes the corporation and its owners to a number of legal and financial risks, including:

• Loss of Liability Protection: An unregistered corporation may lose the benefit of limited liability, exposing the personal assets of its owners to claims against the business, potentially resulting in personal bankruptcy.
• Inability to Access Florida Courts: An unregistered corporation may be prohibited from initiating, responding to, or maintaining a lawsuit in Florida courts to enforce its contracts or protect its rights.
• Fines and Penalties: Florida imposes penalties on entities that transact business in the state without proper registration, including late fees and potential administrative action. Criminal action is a possibility in extreme cases.
• Tax Penalties: Failure to register and file required tax returns can result in the assessment of taxes, penalties, and interest by the Florida taxing authorities.
• Contract Enforceability Risks: Contracts entered into by an unregistered corporation may be subject to challenge, creating uncertainty in the corporation's business relationships.

We do not recommend that any business operate in Florida without proper registration for these and other reasons. Redomestication provides the most thorough and legally sound method of establishing your corporation in Florida.

The process can take between two to three months from the date of engagement, depending on state processing times. The principal variable is the turnaround time of the Florida Department of State and New York, both of which are outside of our control.

It is possible for the process to be completed more quickly depending upon your unique circumstances, including whether expedited processing is available and advisable. When expediting is available (and it often is), we can compress the timeline to less than a month. In all cases, our firm will keep you informed with weekly status updates throughout the process at no additional charge.

We recommend that business owners begin the process well in advance of any planned operational changes, tax year-end deadlines, or other time-sensitive events to allow sufficient time for processing in both New York and Florida.

Our flat-fee service includes:

• A complimentary 15-minute telephone consultation before purchasing to discuss your needs and address your specific questions;
• Preparation of a custom Plan of Conversion and an authorizing resolution or consent;
• Preparation, review, and filing of instruments with the Florida Department of State to commence the redomestication;
• Preparation, review, and filing of an appropriate instrument to discontinue your corporation domicile in that jurisdiction;
• Weekly status updates throughout the process; and
• Delivery of all filed and stamped documents upon completion.

All documents are prepared, reviewed, and filed by a licensed Florida attorney and Certified Public Accountant (CPA). No work is delegated to apprentices, assistants, or third-party vendors.

Once New York has approved the redomestication, our work together is completed, and we will provide you with "next steps" regarding ongoing Florida filing requirements, as well as information on preparing and filing tax returns which you should provide to your tax professional.

Possibly. Depending on the nature of your business, the following additional services may be required and are available at extra charge pursuant to a separate engagement letter:

• Preparation and filing of final tax returns in New York;
• Registration for payroll tax accounts in Florida;
• Registration for sales and use tax accounts in Florida;
• IRS address change (IRS Form 8822-B);
• Local, state, and professional business license applications;
• Registered agent services in Florida;
• Amendment of operating agreements, bylaws, or other governing documents; and
• Additional consultation time beyond the included 15 minutes.

This list is intended to be illustrative, not exhaustive. In many cases, these additional services will not be required. Many small business owners choose to handle certain administrative tasks on their own or through their existing tax professional. We discuss the need for any additional services during the initial consultation so there are no surprises.

The difference between a licensed attorney and an online filing service is the difference between legal representation and document processing. Online services fill in form fields and submit filings. They do not provide legal advice, evaluate the tax implications of the conversion, or prepare custom legal instruments such as a Plan of Conversion.

By engaging a licensed Florida attorney and CPA, you receive:

• Legal Accountability: Our firm is subject to the Florida rules of professional conduct, carries professional liability (malpractice) insurance, and can be held accountable through the state bar and other legal processes. Online services are not fiduciaries and offer no comparable protection.
• Tax Expertise: A CPA understands the federal and state tax implications of the redomestication and can identify potential issues before they become problems.
• Custom Legal Instruments: Every Plan of Conversion, set of articles, and statement of conversion is drafted from scratch based on the specific facts of your engagement. No templates or boilerplate forms are used.
• Direct Communication: All client communication is handled by the attorney and CPA who is performing the work. You will not communicate with an apprentice, assistant, or call center representative.
• Brick-and-Mortar Presence: We are a technology-forward, full-service law practice with a physical office, providing an additional layer of accountability and accessibility.

The following types of business entities are eligible for redomestication to Florida, subject to the conversion statutes of both New York and Florida:

• Limited Liability Companies (LLCs), including single-member and multi-member LLCs;
• Corporations, including C corporations and S corporations;
• Limited Partnerships (LPs); and
• Limited Liability Partnerships (LLPs).

Some jurisdictions restrict redomestication to certain entity forms or impose additional procedural requirements. Our attorney evaluates the specific statutory framework of both New York and Florida before commencing any engagement to confirm that the conversion is authorized and to identify any special requirements.

Sole proprietorships and general partnerships without a formal filing are not eligible for redomestication because they are not registered entities with a state of domicile. Different approaches are available for these business forms, and we are prepared to discuss alternatives during the consultation.

One of the principal advantages of redomestication is that the corporation's legal continuity is preserved and maintained by operation of law and the Plan of Conversion. This means that:

• Contracts and Agreements: All existing contracts, leases, vendor agreements, and other obligations remain in full force and effect. No assignment, novation, or amendment is required as a matter of law, because the converted corporation is the same legal entity that entered into the original agreement.
• Bank Accounts: The corporation's FEIN does not change. Most banks will update the corporation's domicile information and address upon presentation of the filed and stamped conversion documents.
• Intellectual Property: Federal trademark and patent registrations are unaffected by the change of domicile. You should update your address of record with the United States Patent and Trademark Office (USPTO) and any other relevant agencies.

Yes. Florida law requires every corporation domiciled in the state to maintain a registered agent with a physical street address in Florida. The registered agent is responsible for receiving service of process and official correspondence from the Florida Department of State and other government agencies on behalf of the corporation.

If you or another officer, director, or member of the corporation maintains a physical address in Florida, that individual may serve as the registered agent. If not, a commercial registered agent service may be engaged.

Our firm can also provide for registered agent services at an additional charge. Full information on this and other, optional services is displayed in full when completing the workflow on our website.

Generally not, though it is recommended. Following the redomestication, the corporation's internal governing documents should be reviewed and amended to reflect the change in domicile and to ensure compliance with Florida law. Common amendments include:

• Updating the governing law provision to reference Florida law;
• Updating the principal office address and registered agent information;
• Confirming that the corporation's governance provisions are consistent with the Florida statutes applicable to the entity type; and
• Removing or revising any provisions that are specific to New York's statutes and that may not be enforceable under Florida law.

This service is not included in the flat-fee but is available at additional charge subject to the execution and delivery of a separate engagement letter. We recommend that all business owners review their governing documents following the conversion, either with our firm or with their existing legal counsel.

Yes. We offer a complimentary, optional 15-minute telephone consultation to discuss transferring your corporation from New York to Florida before you make any commitment. During this consultation, our attorney will:

• Confirm that your corporation type and New York are eligible for redomestication to Florida;
• Identify any special considerations or potential issues;
• Explain the process, timeline, and deliverables; and
• Answer any questions you may have.

It is not required to schedule a telephone conference with our firm before completing the online workflow, though it is encouraged to prevent any misunderstanding.

You may begin the process by completing the online order workflow here. The steps are as follows:

• Input your business name and select "Next";
• Complete the 100% online intake workflow, providing the required information about your corporation;
• See full, line-item detail and a breakdown of filing costs, legal fees, and optional services before inputting your payment information; and
• Submit a secure payment at the conclusion of the workflow.

Upon receipt of your order, our attorney will contact you to confirm receipt and set to work on preparing the legal instruments. The entire online intake process can be completed in fewer than five minutes, and we accept a variety of payment methods.

In most cases, there is no need to print or sign any documents. Our firm uses DocuSign to obtain electronic signatures on all required documents whenever possible, enabling you to review and sign from any device and anywhere in the world with an internet connection. In rare circumstances where a so-called wet signature is required, we will notify you in advance and provide instructions.

All payments are submitted at the conclusion of the online order process using secure, encrypted payment processing.

After the conversion is complete, your corporation will be subject to Florida's ongoing compliance requirements, which include:

• Annual Report: Florida requires most business entities to file an annual report. The annual report includes current information about the corporation's officers, directors, members, or managers, its principal address, and its registered agent. Failure to file the annual report can result in administrative dissolution of the corporation with serious consequences.
• Registered Agent Maintenance: The corporation must maintain a registered agent with a physical address in Florida at all times.
• Tax Compliance: Depending on its specific business activities, the corporation may have ongoing obligations for federal income tax, sales and use tax, payroll tax, and other obligations.

We provide guidance on these requirements following the completion of the redomestication and can assist with annual report filings and other compliance tasks upon request at additional charge pursuant to a separate engagement letter which must be executed and delivered prior to our firm accepting any responsibility for that additional scope of work.

If your corporation conducts business in states other than New York and Florida, the redomestication will change the corporation's home state but will not affect its foreign registrations in other states. After the conversion:

• The corporation should update its foreign registration in each state where it is registered as a foreign entity to reflect the new state of domicile (Florida). Most states require this update and may charge a nominal filing fee.
• If the corporation was previously registered as a foreign entity in Florida, that foreign registration will be automatically superseded by the redomestication.
• The corporation's tax obligations in each state where it conducts business will continue to be governed by the laws of those states, including any nexus-based income tax, sales tax, or payroll tax obligations.
• It is important to note that the mere act of redomestication does not affect the corporation's tax posture. The corporation may be subject to taxes in any jurisdiction where it has employees, customers, or real estate. Ask your tax professional for more information.

Our attorney will discuss multi-state considerations during the initial consultation and can assist with updating foreign registrations at additional charge pursuant to the execution and delivery of a separate engagement letter.