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.

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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.

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References

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