Florida LLC domestication lets an out-of-state LLC change its legal home to Florida without dissolving the old company or starting a new one. The process is governed by Sections 605.1051 through 605.1056 of the Florida Revised Limited Liability Company Act, and the total state filing fee is $150. Your LLC keeps its formation date, its contracts, its property, and its EIN. It just becomes a Florida LLC going forward.
Domestication vs. Foreign Qualification vs. Conversion
These three routes get mixed up constantly, and picking the wrong one wastes money and time.
Domestication moves your LLC’s legal home from one state to another. Florida’s statute treats the domesticated company as “the same entity, without interruption, as the domesticating entity,” and the process is not a dissolution and does not require winding up.1Florida Senate. Florida Code 605.1056 – Effect of Domestication
Foreign qualification is different. It lets your LLC operate in Florida while staying legally organized in the original state. You get a Florida certificate of authority, but your LLC is still governed by the other state’s LLC act and still owes that state its annual filings. This is the right choice if you want a Florida presence but plan to keep your legal base elsewhere.
Conversion changes an entity’s type, not its state. Turning a corporation into an LLC is a conversion. Florida keeps separate forms for conversions and domestications on the Division of Corporations website.2Florida Department of State Division of Corporations. Limited Liability Company
Check Your Current State First
Florida can only accept a domesticating LLC if the move is also authorized under the law of the state your LLC is leaving.3Florida Senate. Florida Code 605.1051 – Domestication Authorized Roughly half the states have domestication statutes. Texas, Wyoming, Nevada, Virginia, and Illinois are among those that do. California and New York do not. If your home state does not authorize domestication, this process is closed to you and you will need one of the alternatives at the end of this article.
Adopt a Plan of Domestication
Before anything gets filed, your LLC adopts an internal plan of domestication. The plan stays with your company records, but Florida’s statute dictates what it must contain: the LLC’s name and jurisdiction of formation, how existing membership interests carry over, the proposed articles of organization for the Florida LLC, and any changes to the operating agreement.4Florida Senate. Florida Code 605.1052 – Plan of Domestication
Approval has to satisfy both states. In Florida, every member who will have personal liability for the LLC’s debts after domestication must individually approve the plan in writing, unless the operating agreement calls for a lesser vote.5Florida Legislature. Florida Code 605.1053 – Approval of Domestication For an ordinary LLC where no member has personal liability, follow whatever your operating agreement or the original state’s law requires, usually a majority or unanimous member vote.
What to File With Florida
Three documents make up the filing package submitted to the Florida Division of Corporations.
The articles of domestication are the primary filing. They must include the LLC’s original formation date, the LLC’s name immediately before the filing, the jurisdiction of its principal place of business, a statement that the domestication was approved under the original state’s law, and an effective date if you want one other than the filing date.6Florida Senate. Florida Code 605.1055 – Articles of Domestication
The articles of organization are attached to the articles of domestication and formally establish the LLC under Florida law. They must include a name that complies with Florida naming rules, the street and mailing address of the principal office, and the name and Florida street address of a registered agent along with that agent’s written acceptance.7Florida Legislature. Florida Code 605.0201 – Formation of Limited Liability Company – Articles of Organization
A certificate of status from your current home state must accompany the filing. Some states call it a certificate of good standing. Order it from that state’s secretary of state before you start the Florida submission, because Florida’s package is incomplete without it.6Florida Senate. Florida Code 605.1055 – Articles of Domestication
All forms are available as fillable PDFs on Sunbiz.org. You can file online with a credit card or mail paper forms.2Florida Department of State Division of Corporations. Limited Liability Company
The $150 in Filing Fees
Florida charges $150 total to domesticate an LLC: a $100 LLC filing fee, a $25 registered agent designation fee, and a $25 domestication fee.8Florida Department of State. LLC Fees – Division of Corporations Budget separately for whatever your current state charges to process its cancellation or withdrawal paperwork. Those fees vary by state and typically run between $5 and $60.
What Carries Over and What Changes
Once the domestication takes effect, Florida’s Revised LLC Act governs the company. The articles of organization you filed are your public governing document, and any updated operating agreement provisions from the plan take effect.1Florida Senate. Florida Code 605.1056 – Effect of Domestication
The entity itself does not change. Property stays vested in the LLC with no transfer. Debts and obligations carry over. Contracts remain valid. Pending lawsuits continue with the LLC’s name substituted in.1Florida Senate. Florida Code 605.1056 – Effect of Domestication Your original formation date sticks, which matters for lending relationships, track record, and government contracting. The IRS generally does not require a new EIN when an LLC changes its state of organization without changing its ownership or entity classification.9Internal Revenue Service. When to Get a New EIN
After the Filing Clears
Close Out the Old State
You do not file articles of dissolution in the original state, because domestication is not a dissolution. Instead you file whatever the old state uses to recognize that the entity has transferred out, often called a certificate of cancellation or articles of termination. The exact form varies, so confirm with that state’s secretary of state. If your LLC was foreign-qualified in any other states, cancel those registrations too.
File Your First Florida Annual Report
Every Florida LLC must file an annual report between January 1 and May 1 to keep active status.10Florida Department of State Division of Corporations. File Annual Report Your first one is due in the calendar year after your articles of organization become effective.11Florida Legislature. Florida Code 605.0212 – Annual Report for Department The fee is $138.75. Missing the May 1 deadline triggers a $400 late fee.8Florida Department of State. LLC Fees – Division of Corporations An LLC that fails to file cannot bring or defend lawsuits in Florida courts and risks administrative dissolution.
Notify the IRS
File Form 8822-B to update your business address with the IRS. A change in the LLC’s responsible party must be reported within 60 days, and address changes should be filed promptly so IRS correspondence reaches you.12Internal Revenue Service. About Form 8822-B, Change of Address or Responsible Party – Business Update your address with banks, creditors, insurers, and any licensing agencies as well.
If Your State Doesn’t Allow Domestication
Two workarounds exist. The simpler one is foreign qualification: register the LLC as a foreign entity in Florida, keep it organized in the original state, and maintain a registered agent and annual filings in both places. Nothing about the entity changes.
The other option is to form a new Florida LLC and dissolve the old one. You end up with a Florida-domiciled LLC, but you lose the legal continuity domestication preserves. You get a new formation date, and every contract, bank account, license, and tax registration has to be individually transferred or reassigned. For a small LLC with little history, that may not matter. For a business with meaningful contracts, credit relationships, or government certifications, that loss of continuity is the reason to use domestication when both states permit it.