How to Transfer or Move a LLC from Virginia to Florida

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How to transfer your company to Florida and keep the EIN with zero downtime [step-by-step]

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50 State Series: How to move your LLC or corporation out of West Virginia and keep your EIN

50 State Series: How to move your LLC or corporation out of Virginia and keep your EIN

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Redomestication, also known as redomesticating, refers to the lesser-known legal process of transferring or moving the "home state" of an existing corporation, partnership, or LLC to a new state. It means keeping your existing company name, credit, and federal employer identification number (FEIN) without wasting time and money creating a new business entity, applying for foreign registration, or moving assets between companies.
— Prof. Chad D. Cummings, CPA, Esq., M.S.T., LL.M., CMA, CFE, CIA, CRMA, CISA, CITP, FCPA, PFS, CFP

Florida destination-state requirements

A redomestication of an LLC into Florida is governed by Fla. Stat. §§ 605.1041-605.1046 together with the law of Virginia. The transaction requires an approved Plan of Conversion, Articles of Conversion, and the applicable Florida organizational filing. The Florida filing must be coordinated with the Virginia outbound instrument so the same LLC continues without interruption.

Tax considerations when moving a LLC from Virginia to Florida

Virginia imposes individual income tax at rates from 2.00 percent to 5.75 percent, with the top marginal rate applying above $17,000 of Virginia taxable income. C corporations generally pay 6.00 percent on Virginia taxable income. An LLC's treatment depends on its tax classification: partnership or S corporation income generally passes to owners, while an LLC taxed as a C corporation follows the corporate regime. Virginia-source income remains relevant after a business or owner moves, and an owner who remains a Virginia resident generally continues reporting income from an entity organized elsewhere.

Virginia's elective pass-through entity tax is 5.75 percent of the eligible tax base, with a corresponding refundable credit for eligible owners. The 2026 legislation removed the election's sunset, making the regime permanent. Va. Code § 58.1-390.3, as updated in 2026, and the Department of Taxation's updated pass-through return instructions describe this change. The election does not eliminate the need to identify resident and nonresident owners, Virginia-source income, estimated payments, and the correct return. Redomestication alone does not create or cancel the annual election.

The general combined sales and use tax rate begins at 5.30 percent, comprising 4.30 percent state tax and 1.00 percent local tax; regional and additional local taxes increase the rate in designated locations. Use the current locality rate table for the transaction's sourcing rules. Virginia has no current estate or inheritance tax. For a LLC moving from Virginia to Florida, analyze continuing Virginia payroll, property, customer receipts, and applicable local business-license taxes. The State Corporation Commission filing changes legal domicile; tax-account closure requires a separate determination of final and continuing obligations. Local property tax and locality-specific gross-receipts charges can remain relevant even when net income is low.

Florida imposes no individual income tax. A qualifying Florida resident therefore does not pay Florida income tax on wages, investment income, or ordinary pass-through business income. The state generally taxes C corporation income at 5.50 percent after Florida adjustments, apportionment, and the $50,000 exemption. An LLC classified as a corporation follows the corporate rules; an LLC's legal label alone does not determine its tax treatment. S corporations can have Florida corporate-tax obligations on certain federally taxable built-in gains or excess net passive income. A partnership or LLC taxed as a partnership can also have a Florida Form F-1065 filing obligation when it has a corporate owner; pass-through treatment does not make every information return unnecessary. The Florida Income Tax Code explains classification and filing requirements.

Florida's general sales tax is 6.00 percent, with county surtaxes where applicable. Effective October 1, 2025, Florida repealed sales tax and the related discretionary surtax on commercial real-property rentals. The enacted 2025 repeal provision in section 37 of H.B. 7031 establishes the effective date. Transient accommodations, parking, and other separately taxable rental transactions require their own analysis. Florida has no current separate estate or inheritance tax, but moving a business does not itself establish an owner's Florida domicile or entitlement to homestead benefits.

Redomesticating a LLC from Virginia to Florida can reduce the costs of maintaining a company under a state law that no longer matches its operations. Tax savings depend on the owners' residence, tax classification, and where the business actually earns income. Employees, property, inventory, or other business activity remaining in Virginia can preserve its income-tax, sales-tax, payroll, or registration obligations. Complete any required final returns before closing accounts.

Economic nexus also matters for an out-of-state seller without a physical office. South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018), rejected the physical-presence prerequisite for sales-tax collection. A different, limited protection applies to certain solicitation of orders for tangible personal property under 15 U.S.C. § 381. Wisconsin Department of Revenue v. William Wrigley, Jr., Co., 505 U.S. 214 (1992), addresses that net-income-tax protection. It is not a general exemption from sales taxes or taxes on services. A state-by-state nexus review should identify each tax, applicable threshold, protected activity, and continuing filing duty.

Specific legal requirements to transfer a LLC to Florida from Virginia

Virginia has state-specific statutory, approval, filing, fee, and sequencing requirements that must be coordinated with Florida law. The requirements below are the origin-state requirements applicable to this transaction.

1. Virginia permits outbound domestication, but LLCs and stock corporations use different public instruments. An LLC relies on Va. Code § 13.1-1075 and files Articles of Organization Surrender under section 13.1-1078. A stock corporation relies on Va. Code § 13.1-722.2 and files Articles of Domestication under the current section 13.1-722.5. Both require corresponding authority in Florida. The filing agency is the Virginia State Corporation Commission, not a Secretary of State.
2. A Virginia LLC's domestication plan cannot alter ownership proportions or relative rights through its domestication terms. Section 13.1-1075(C) requires the existing and destination jurisdictions and the transaction's terms, with an express restriction on changing the ownership proportion and relative rights, preferences, and limitations of LLC interests. Review any proposed recapitalization or redistribution of interests as a separate action. A plan that describes a simple change of domicile while reallocating ownership does not satisfy this restriction merely because all parties sign it.
3. LLC approval follows Va. Code § 13.1-1076. Unless the articles or a written operating agreement provide otherwise, members approve in the manner the operating agreement specifies for member amendments; if it contains no such provision, all members must approve. This hierarchy is more specific than a universal majority rule or a universal unanimity rule. Identify the operative agreement, relevant amendment provision, and required consents in the approval record before preparing the public adoption statement.
4. The LLC surrender articles must include the plan. Va. Code § 13.1-1078(A) requires the current name, destination jurisdiction and name, Plan of Domestication, approval statement, and statement surrendering the Virginia certificate of organization in connection with foreign domestication. It also requires the specified service-of-process provisions. The private plan is therefore part of the required filing content. Do not represent that the plan necessarily remains outside the public record or that destination articles alone complete the Virginia departure.
5. The outgoing LLC revokes its registered agent's authority for the covered service and appoints the clerk of the Commission for proceedings based on causes of action arising while the company was organized in Virginia. The articles provide a mailing address and a commitment to notify the clerk of later address changes. Keep that address monitored after the move. Statutory service arrangements preserve a route for existing claims; they do not extinguish the claims or replace an agent required by a continuing Virginia foreign registration.
6. An LLC continuing Virginia business has a 30-day registration requirement. Under section 13.1-1078(D), the former domestic LLC must deliver its foreign-registration application within 30 days after the Certificate of Organization Surrender becomes effective if it intends to continue transacting business in Virginia. The application includes the authenticated destination domestication instrument and organizational documents specified in that subsection. Build this follow-up into the closing schedule. An outbound surrender is not itself a certificate authorizing the resulting foreign LLC to continue Virginia operations.
7. For a stock corporation, the plan under section 13.1-722.2 identifies the existing and destination names and jurisdictions, the manner of reclassifying shares and share rights, and the other terms. The corporation must also evaluate the destination organizational documents and the governing rules that will apply after domestication. A Virginia nonstock corporation is governed by a different chapter. Do not use a nonstock provision, an old surrender-form title, or the LLC's organizational-surrender procedure as current stock-corporation authority.
8. Corporate approval requires board and shareholder action under section 13.1-722.3. The board adopts the plan and submits it to shareholders with the required recommendation or explanation for withholding a recommendation. Meeting notice reaches every shareholder, whether entitled to vote or not, and includes the required plan and post-domestication charter and bylaws. The statute's ordinary meeting rule uses a quorum comprising more than two-thirds of votes entitled to be cast, with separate voting-group provisions. That quorum rule should not be inaccurately restated as a universal two-thirds affirmative-vote requirement. Review permitted charter variations and any greater board-imposed conditions.
9. A shareholder who would acquire interest-holder liability must provide a separate signed consent under section 13.1-722.3(7), subject to its existing-liability exception. Evaluate appraisal rights before circulating approval materials. A valid majority decision does not automatically resolve a dissenting shareholder's payment rights or consent to personal liability. For a closely held corporation, prepare an accurate shareholder list and identify any nonvoting, preferred, or separate-class interests before concluding that the owners have unanimously approved the transaction.
10. The current corporate filing statute is section 13.1-722.5, Articles of Domestication; effectiveness. It requires the entity's original formation information and subsequent domestication or conversion history, the plan, the approval details, and the Virginia service and mailing commitments for an outgoing domestic corporation. When the Commission accepts a compliant filing with the required fees, it issues a Certificate of Domestication. The LLC instead ceases domestic status when its Certificate of Organization Surrender becomes effective. Preserve the correct certificate for the entity type and coordinate the destination's effective requirements.
11. Corporate amendment and abandonment are addressed in Va. Code § 13.1-722.6. Certain material changes preserve shareholder approval rights, and abandonment after filing requires a timely statement before the certificate becomes effective. The outbound protections in section 13.1-722.7:1(B) preserve service for covered claims and payment of qualifying appraisal awards. Domestication does not constitute a corporate dissolution. Destination law and the transaction documents must still be reviewed for the continuing entity's property, governance, and obligations.
12. The LLC Articles of Organization Surrender filing fee is $25 under Va. Code § 13.1-1005(2)(i). The corporate Articles of Domestication filing fee is $25 under section 13.1-616(2)(a). These amounts are not a complete transaction budget. Destination charges, continuing Virginia registration, outstanding assessments, certified copies, and professional fees are separate. The LLC's $100 inbound domestication fee should not be charged in the description of its $25 outbound surrender filing.
13. Virginia LLCs pay an annual registration fee and do not file a corporation-style annual report. Va. Code § 13.1-1062 generally imposes a $50 fee due by the last day of the applicable anniversary month. Subsection E addresses cancellation of the current assessment when a qualifying departure instrument becomes effective by the due date; previously paid assessments are not refunded under subsection F. Review the actual effective date against the assessment rather than assuming that approval of domestication stops the fee.
14. Stock corporations have an annual report under section 13.1-775 and a separate annual registration assessment. The enacted 2026-2028 budget, Item 477(C), continues fees of $100 for up to 5,000 authorized shares, increasing by $30 per additional 5,000 shares or fraction, to a $1,700 maximum. This budget provision overrides the lower figures appearing in section 13.1-775.1. The $50 LLC fee should not be presented as the annual corporate charge.
15. For a Virginia LLC holding real estate, section 13.1-1075(B) directs the analysis of outbound domestication effects to the destination jurisdiction's law. Give the title insurer or lender the accepted Virginia surrender certificate and the destination instrument when documenting continuity of the property owner. Preserve the historical legal name and formation information with the parcel records. Do not assume that an extra deed, ownership transfer, or loan assumption is required solely because the LLC changes its governing jurisdiction.
16. Before closing, review loans, leases, regulated licenses, real-estate records, tax accounts, and any contract requiring notice or consent. Determine federal tax classification and EIN treatment separately. Virginia's 2026 removal of the elective pass-through tax sunset can affect the tax analysis, but it does not alter the legal domestication steps. A business continuing Virginia payroll, property, or sales may retain tax and registration obligations. Keep the approved plan, consents, Commission certificate, destination evidence, and any continuing Virginia registration together so the company's history remains documented.

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