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Legalinfomd
Legalinfomd, Attorney
Category: Business Law
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Experience:  Attorney with 24 years of experience in business law.
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How to Move my S-Corp to Florida I have a small, 1-man S-Corp

Resolved Question:

How to Move my S-Corp to Florida

I have a small, 1-man S-Corp in Virginia. I want to move it to Florida. I know how to create FL corp and dissolve the VA corp. What I don't know is how to transfer assets, liabilities, contracts, etc to new Corp. I am the sole stockholder and officer.

My Layman's Plan is as follows: Create FL Corp. Sell all stock in VA corp to FL corp. Write Corporate resolution (in VA) transferring all legal stuff to FL corp. Write Corporate resolution (in FL) accepting all legal stuff. Dissolve VA corp.

Is this sufficient? If not, what steps am I missing.
I don't what to hire a platinum-plated M&A lawyer if avoidable.

Thanks
-John
Submitted: 1 year ago.
Category: Business Law
Expert:  Legalinfomd replied 1 year ago.

Legalinfomd :

Hello. I will respond to your question.

Legalinfomd :

You do not want to transfer the stock in the VA corp to the FL corp. If you do that, both entities will continue to exist. The VA corp will simply be a wholly owned subsidiary of the FL corp. Instead, you could transfer all of the assets and liabilities from the VA corp to the FL corp by a bill of sale, and then dissolve the VA corp. In the alternative, you could merge the VA corp with and into the FL corp, with the FL corp surviving as the successor entity. You would file articles of Merger in FL. The latter method is probably the way to go, but you should check with a tax advisor before making a final decision.

Legalinfomd :

I hope that the information provided is helpful. Please be sure to leave a positive rating for my response so that I will be compensated for my time. Thank you and good luck with your matter.

Customer:

Ok. Sounds good. But I don't understand transfer by "bill of sale". What am I "selling"? The concept of "selling" liabilities is strange to me. Is that possible?

Customer:

-John

Legalinfomd :

Think of it as a transfer (after all, the only consideration being paid will be $1.00). Yes, an entity can transfer its assets to another entity, with the transferee assuming some or all of the transferor's liabilities. The bill of sale is the internal document (it does not get filed with any authority) that memorializes the transfer. There are many sample forms of bill of sale of business assets on the internet. One sample is at http://www.blumberglegalforms.com/forms/81.pdf. You may add a sentences that buyer assumes all liabilities of seller.

Legalinfomd :

Please remember to click on a positive rating for my response so that I will be compensated for my time. Thank you and good luck.

Customer:

Ok, I'm satified with this answer. Just to be sure, I recap below:

Customer:

1. Form FL corp

Customer:

2. FL corp pays VA corp $1.

Customer:

3. VA corp gives FL corp bill-of-sale for all assets *and* liabilities and other obligations.

Customer:

4. Dissolve VA corp/

Customer:

After this, FL corp has all assets and legal obligations of VA corp. Correct?

Legalinfomd :

That is correct. If there are any motor vehicles owned by VA corp, you will have to transfer the title with MVA. If there are any lease agreements for office space or the like, you should ask the landlord to assign the lease.

Customer:

Ok, Thanks!

Legalinfomd, Attorney
Category: Business Law
Satisfied Customers: 150
Experience: Attorney with 24 years of experience in business law.
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