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How to move an S Corp from IL to FL

Tampa, FL |

I currently have an S Corp in IL and I am considering a move to FL. The S Corp has no assets, clients, nothing. The only real reason to move it would be for the date it is has been incorporated. Moving a 4 year old company compared to closing the old S Corp and form a new S Corp in FL. Is there a form I can file in both states to complete the move or is it more involved?

Attorney Answers 3


  1. It is probably easier to just form a new organization, especially if it has no assets or clients.
    To retain the old company at the federal level, it is generally recommended to meet the tests of an "F" reorganization (a mere change in state of organization) under Section 368 of the IRC, which would involve forming a new corporation in any event. This is extra work for little gain. Just form a new entity and get a fresh start.

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  2. I agree that there would be less work to form a new corporation in FL.

    That said, there is another alternative: You could register the IL corporation as a foreign corporation in FL. The paperwork is minimal, but the disadvantage is that every year you would have to pay registration-related fees to both states.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.


  3. There are several options for this in addition to those previously suggested. Two more include a domestication of the entity from Illinois to Florida, which is literally moving the entity from Illinois to Florida as its jurisdiction of incorporation, and a merger of the Illinois entity into a new Florida entity. Generally, I favor the merger route because it is more straightforward. The legal and filing costs are about the same.

    If the entity has any assets, contracts, bank accounts, employees, etc., then the redomestication or merger approaches would eliminate the need to deal with transferring assets, contracts, bank accounts, and employees, and should avoid any adverse tax consequences of a deemed liquidation of the old entity.

    Get a competent attorney to help you and it should not be too expensive. There are "traps for the unwary" here, but easily avoided.

    The foregoing does not constitute legal advice or establish an attorney-client relationship. The author is licensed to practice in Georgia only. Readers should seek independent counsel and should not rely upon this answer.

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