Skip to main content

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?

+ Read More

Attorney answers 3


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.

Hope this helps. If you think this post was helpful, please check the thumbs up (helpful) tab below and/or designate my answer as best answer. Thanks.
Mr. Fromm is licensed to practice law in PA with offices in Philadelphia and Montgomery Counties and services clients in all parts of Pennsylvania. He can be reached at 215-735-2336 or at the email address listed below. He has an AV Preeminent Rating (5.0 out of 5.0) with Martindale-Hubbel, the highest possible rating for legal ability and ethical standards. Also, he has received a 10.0 rating from AVVO and was featured as a 5Star Wealth Manager in the Philadelphia Magazine, November 2009 issue on page 123.
Mr. Fromm is ethically required to state that the response herein is not legal advice and does not create an attorney/ client relationship. Also, there are no recognized legal specialties under Pennsylvania law. Any references to a trust, estate or tax lawyer refer only to the fact that Mr. Fromm limits his practice to these areas of the law. These responses are only in the form of legal education and are intended to only provide general information about the matter within the question. Oftentimes the question does not include significant and important facts and timelines that if known could significantly change the reply or make such reply unsuitable. Mr. Fromm strongly advises the questioner to confer with an attorney in their state in order to ensure proper advice is received.
By using this site you understand and agree that there is no attorney client relationship or confidentiality between you and the attorney responding. This site should not be used as a substitute for competent legal advice from a licensed attorney that practices in the subject area in your jurisdiction, who is familiar with your specific facts and all of the circumstances and with whom you have an attorney client relationship. The law changes frequently and varies from jurisdiction to jurisdiction. The information and materials provided are general in nature, and may not apply to a specific factual or legal circumstance described in the question or omitted from the question.
Circular 230 Disclaimer - Any information in this comment may not be used to eliminate or reduce penalties by the IRS or any other governmental agency.


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.


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.