How to Transfer a C-Corporation From Another State to Florida

By Heather Frances J.D.

Like some other business types, C corporations, or corporations that are taxed separately from their owners, must register with state authorities to obtain their status. Since corporate registrations are state-specific, moving your corporation from another state to Florida means transferring your registration, but this isn’t as simple as transferring a driver’s license or voter registration. You can continue operating in your former state and register as a foreign, or outside, corporation doing business in Florida. You can also create a new corporation in Florida and either terminate your old corporation or merge it with your new Florida corporation.

Foreign Corporation

Instead of transferring your business’s filing to Florida, you can simply leave your business in your former state and register it as a foreign corporation in Florida. This maintains your corporate status in your former state but allows you to transact business in Florida, too. To register as a foreign corporation, you must file an Application by Foreign Corporation for Authorization to Transact Business in Florida with the Florida Department of State. The form includes information such as the name of your corporation and location of your main office, and it must be accompanied by a filing fee, certificate of existence, or certificate of good standing from your corporation’s home state.

New Corporation

If you don’t want to maintain corporate operations in your former state, you can form a new corporation in Florida, either dissolving your old corporation or merging your old corporation with the new one. To form a new corporation, you must file Articles of Incorporation with the Florida Department of State Division of Corporations along with a filing fee. This form may be similar to the articles of incorporation you filed to create your corporation in your other state, but Florida requires a certain format and contents. The articles must include a corporate name with a suffix such as “corporation” or “incorporated,” and you must list other details such as the number of shares of stock your corporation is authorized to have, the address of your corporation’s principal place of business, and the name, address and signature of the incorporator.

Divorce is never easy, but we can help. Learn More

Dissolution and Merger

When you form a new Florida corporation, you can either dissolve your old corporation or merge it with the new corporation. To dissolve the corporation in your former state, your corporation’s board of directors must adopt a resolution to dissolve, which typically must also be approved by the corporate shareholders. Next, you must file Articles of Dissolution with your former state according to that state’s rules. You can then distribute assets to the corporate shareholders as described in your corporation’s governing documents. To merge your former corporation with your new corporation, your new corporation must acquire the stock of the old corporation. Typically, the shareholders in the old corporation surrender their stock in that company in exchange for stock in the new corporation.

Pros and Cons

Each of these options has advantages and disadvantages, depending on your goals in transferring the corporation. Registering as a foreign corporation, for example, allows you to continue to transact business in both states, but it duplicates fees because you will have to file annual reports and other paperwork in both states. Dissolving your former corporation typically has negative tax consequences and can adversely affect employee benefit packages because it legally closes one business and opens another. For many businesses, merger is the best option because it allows your business to completely move to Florida without the negative consequences of dissolution.

Divorce is never easy, but we can help. Learn More
How to Change the State of Incorporation


Related articles

How to Move a Corporation From Nevada to California

A corporation is not required to incorporate in the state where it is headquartered. As long as you maintain a registered agent in your state of incorporation and obtain permission to operate in any other state where you plan to transact business, you can set up your corporate headquarters anywhere. If your business is incorporated in Nevada, you have the option of changing your incorporation venue to California, or, alternatively, relocating the business to California without changing the company's incorporation paperwork.

How Does a Person Become Incorporated?

A corporation is an independent legal entity owned by shareholders, and may be incorporated by an individual. The shareholders are not personally liable for the corporation, which will continue to exist even if the shareholders change or pass away. State law regulates the formation of corporations and varies by state; however, there are some similarities.

How to Establish a DBA

A DBA, or "doing business as," is a name you use for your business besides your real name. DBAs are also known as fictitious names or trade names in some states. For example, if you want to call your business "Glamorous Ghost Writers," you have to register that name before you may use it for business. A DBA allows you to have a more descriptive name for your business than just "Jane Doe" or "Kevin Smart, Inc." Even in states where registration is not necessary, you often receive additional protection against others using the same name if you register with the state.

Get Divorced Online

Related articles

How to Relocate a Non-Profit to Another State

A nonprofit organization is a type of business entity that operates for charitable or educational purposes and does not ...

How to Re-Open a Dissolved Company

In theory, corporations can exist forever, but they can also go out of business or be dissolved for other reasons. For ...

Corporation: Withdrawal Vs. Dissolution

A corporation is an independent business entity, formed under state law by filing articles of incorporation. The state ...

How to Form an S Corporation in Wisconsin

An S corporation is a regular corporation, or C corporation, that has filed a special tax election with the IRS. ...

Browse by category
Ready to Begin? GET STARTED