How to move an out-of-state LLC to Florida
There are three main ways to bring an out-of-state LLC to Florida under Chapter 605 of the Florida Statutes: (1) statutory conversion into a Florida LLC under Fla. Stat. §§ 605.1041–605.1046 ($25 Certificate of Conversion + $125 Florida Articles of Organization = $150 Sunbiz state fee), which preserves the same entity, EIN, history, contracts and assets under Fla. Stat. § 605.1045 if your home state permits outbound conversion; (2) foreign qualification under Fla. Stat. § 605.0902 ($125 Application for Authority including $25 registered agent designation), which keeps your original-state LLC active while registering it to transact business in Florida (requiring annual reports and registered agents in both states); or (3) forming a new Florida LLC ($125 state fee) and either merging the old LLC into it (Fla. Stat. §§ 605.1021–605.1026) or dissolving the old entity after transferring assets and contracts.
Verified against the Florida Division of Corporations on Oct 21, 2026
- Confirm whether your current home state's LLC statute permits an outbound statutory conversion or domestication into Florida.
- Approve a written Plan of Conversion under your Operating Agreement and Fla. Stat. § 605.1042 (or choose Foreign Qualification under § 605.0902 / new Florida LLC formation if keeping or closing the old entity).
- Designate a Florida Registered Agent with a physical Florida street address (Fla. Stat. § 605.0113).
- File the Florida Certificate of Conversion ($25) together with Florida Articles of Organization ($125; $150 total Sunbiz fee under Fla. Stat. § 605.0213), or file a Foreign LLC Application for Authority ($125) with a home-state Certificate of Status.
- File the outbound conversion or certificate of surrender/dissolution in your prior home state so you do not keep paying two states' annual fees unintentionally.
- Adopt an updated Florida Operating Agreement (Fla. Stat. § 605.0105), update your corporate kit, membership ledger, and 1 5/8" brass-die embossing seal, and calendar Florida's annual report ($138.75 due January 1 – May 1; $400 late fee after May 1).
| Factor | Statutory conversion (§§ 605.1041–605.1046) | Foreign qualification (§ 605.0902) | New Florida LLC + merge or dissolve |
|---|---|---|---|
| Legal result | Same entity, now governed by Florida law (Fla. Stat. § 605.1045) | Original-state LLC authorized to transact business in Florida | New Florida LLC; old LLC merged in (§§ 605.1021–605.1026) or dissolved |
| Continuity of EIN, contracts & history | Generally preserved by statute without transferring assets | Preserved — original entity unchanged | Depends on merger or manual assignment of contracts, leases & bank accounts |
| Ongoing annual filings | Florida only ($138.75/yr by May 1) once home state is closed | Both states: home state + Florida ($138.75/yr + 2 registered agents) | Florida only ($138.75/yr) once the old LLC is dissolved |
| Home state must allow it? | Yes — outbound conversion must be permitted | No — any valid US LLC in good standing can qualify | Cross-border merger requires both states; dissolution + new LLC works anywhere |
| Sunbiz filing fees | $150 total ($25 Certificate of Conversion + $125 Articles of Organization) | $125 ($100 authority + $25 registered agent) + home-state Certificate of Status | $125 new Florida Articles of Organization (plus merger or home-state dissolution fee) |
- Fla. Stat. §§ 605.1041–605.1046: A foreign LLC converts into a Florida LLC by filing a Certificate of Conversion ($25) and Articles of Organization ($125) with Sunbiz; under § 605.1045 the converted LLC is the same entity without interruption. Official source
- Fla. Stat. § 605.0902 & Sunbiz LLC Fee Schedule: Foreign LLC qualification costs $125 ($100 application + $25 registered agent designation) and requires a Certificate of Status from the home jurisdiction. Official source
- Every Florida or qualified foreign LLC must maintain a Florida registered agent (Fla. Stat. § 605.0113) and file an annual report between Jan 1 and May 1 ($138.75; $400 late fee after May 1). Official source
Corp USA is not a law firm and does not provide legal, tax, or accounting advice. We are a document filing service. Use of this site does not create an attorney-client relationship. For legal advice, consult a licensed attorney.
Can I just change my LLC's address to Florida?
No. Changing your mailing or principal address does not change the state whose law governs your LLC. You must complete a statutory conversion (§ 605.1041), register as a foreign LLC (§ 605.0902), or form a new Florida LLC.
Which option keeps my existing EIN, bank history and contracts?
Statutory conversion under Fla. Stat. §§ 605.1041–605.1046 treats the Florida LLC as the exact same legal entity (Fla. Stat. § 605.1045), preserving property, contracts, and generally your federal EIN when tax classification is unchanged. Foreign qualification also keeps the same entity but requires maintaining both states.
What if my current state does not allow statutory conversion?
You can form a new Florida LLC ($125 state fee) and either complete a cross-border merger under Fla. Stat. §§ 605.1021–605.1026 or assign your assets and contracts to the new Florida LLC and dissolve the old entity.
Do I need a Florida registered agent when moving my LLC?
Yes. Under Fla. Stat. § 605.0113, every domestic Florida LLC and every foreign LLC authorized in Florida must maintain a registered agent with a physical Florida street address.
What records should I update after moving my LLC to Florida?
Adopt a Florida-governed Operating Agreement, keep file-stamped copies of the Plan and Certificate of Conversion, update your membership ledger and certificates, and update your corporate kit and embossing seal to reflect Florida.