Legal Question in Business Law in Florida

I currently have an LLC based in the jurisdiction of New York. I recently moved to Florida and I would like to move the jurisdiction of the LLC from New York to Florida. This LLC is set up as a Single Member LLC. Also, the LLC has no physical address so I have been utilizing a Registered Agent service through Incorp.com. My understanding is this is necessary because a physical address is required 24 hours a day for receipt of legal documents such as a subpoena. My questions are as follows:

1) Is the method to move the jurisdiction of a Limited Liability Company referred to as a foreign qualification? Incorp.com has this is as one of their business services

2) When moving an LLC from one state to another, does the EIN number stay the same?

3) I've been contemplating about using the services of a UPS Store instead of using a Registered Agent. The UPS Store is staffed 24 hours a day and would be able to sign for legal documents and provide a physical address, mailbox services, as well as all the other services they provide. Would this be legally compliant?

4) I may want to change the tax entity of the LLC from a Single Member to an S Corp. I’ve read of other individuals setting up LLC’s with an S Corp tax structure so they can pay themselves as a salaried employee. If an S Corp is the best tax structure, how is this updated for the LLC’s entity?

Thanks.

M


Asked on 5/07/18, 1:44 pm

2 Answers from Attorneys
Thomas Shigo The Shigo Law Firm, P.A.

1. You need to file a form converting "other business entity" to florida LLC. The form can be found on sunbiz.org. Look in the Forms & Fees tab and select limited liability. Cost is $150.00.

2. Yes, in most cases.

3. Probably not. A Florida company may be designated as registered agent. I am not aware that UPS stores provide this service. Do you really want some counter clerk accepting service of a lawsuit on your behalf? Just too important. Some attorneys do this without charge.

4. It can be done for that purpose, file IRS form 2553. Be careful with one there are other tradeoffs involving liquidation of assets or membership interests. Don't do this if the LLC will own real property. This is one that should be discussed with a tax attorney or accountant.

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Answered on 5/07/18, 2:31 pm
Frank Natoli Natoli-Legal, LLC

There is no one way to do it. In most cases, it would be a foreign qualification of your NY entity to operate in FL. You can also change the domicile of the entity in some situations, but this depends. You are also dissolve the NY entity and just open a new one in FL, but again that might not be the most efficient way in many cases.

The EIN would remain the same unless you are dissolving and creating a new entity.

A registered agent is not necessary so long as you have a bona fide address in FL (that is, not a PO Box).

You should discuss the tax ramifications of checking the box and changing the tax structure of the LLC. This could also pose a lot of issues you might not be thinking about at present.

I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.

If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.

Our firm is now referred by the American Bar Association (see under the New York section): http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html

Kind regards,

Frank

www.LanternLegal.com

866-871-8655

[email protected]

DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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Answered on 5/07/18, 2:34 pm


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