Legal Tips for Transferring an LLC to Another State

Legal Tips for Transferring an LLC to Another State

If you are operating a limited liability company (LLC) in one state but need to move it to another state, you are required to register your LLC to do business in that new state. Or, if you want to avoid the trouble of maintaining an LLC in two states, you may elect to transfer it. The option you choose depends on your business goals and the states you are moving out of and into.

Registering in a new state.

LLCs that move their business to new states are considered to be a “foreign LLC” and must register to do business in that state. If you are moving temporarily or will continue to do business in your old state, this may be the preferred option for you. However, if you do decide to register as a foreign LLC, you will need to have a registered agent in each state and keep up with the required filing and reporting requirements for each state. You may also have to pay additional taxes. You can register as a foreign LLC by submitting the proper paperwork to the agency responsible for business filings in your new state (typically the Secretary of State).

Transferring an LLC to a new state.

The process of transferring an LLC to another state is known as domestication. Not all states allow for this; Florida does. Both the state you are moving from and to must allow for domestication in order for you to be able to transfer your LLC. This option is best for those making a permanent move who have no need to maintain their LLC in their old state. The process for transferring involves filing a certificate of good standing issued by your old state with your new state and then dissolving the LLC in your old state.

Dissolve old LLC and form a new LLC.

If one of the states does not allow for domestication, you can form a new LLC in your new state and dissolve the old one. You can do this either by merging the two, having members transfer their membership interests to the new LLC and liquidating the old one. This is a more complicated process than a registration or transfer, and you should get the assistance of a business attorney.

To learn more about state business laws that could affect your Florida business, contact one of the experienced Florida business attorneys at Jurado & Farshchian, P.L., at (305) 921-0440, or email us at info@jflawfirm.com.

 

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