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CalAttorney2, Attorney
Category: Business Law
Satisfied Customers: 10244
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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I have a small business-to-business consulting company doing

Customer Question

I have a small business-to-business consulting company doing software and web development. I am incorporated (S-Corp) in the state of New Jersey. This is not an online business, nor do I collect any sales tax since it is a consulting service delivered
to businesses. Recently I have moved to Florida. I would like to keep my same EIN number and bank accounts and company name but be incorporated in Florida instead of NJ. However, I would still have clients in NJ and as I understand it, even though I won't
have any physical presence in NJ nor perform any of the consulting work in NJ, I would still have to be registered in NJ since I have clients there. Is that correct? So should I stay as a NJ corporation and register as a foreign corporation in Florida? (I
also have Florida clients.) Or should I merge my NJ corporation into a FL corporation and then register as a foreign corporation in NJ? (Is that even possible since I'm already a NJ corporation with the same EIN and Name?)
Submitted: 2 years ago.
Category: Business Law
Expert:  CalAttorney2 replied 2 years ago.
Unfortunately, you cannot transfer a corporation from one state to another - corporations are creations of law, so you incorporated your corporation under New Jersey law, and it only exists due to that state's laws, it does not transfer to other states.You can however register your corporation in Florida as a "foreign entity" with the Florida Secretary of State and continue servicing both your New Jersey and Florida clients, maintain your EIN, Bank Accounts, etc. you do need to be aware that accountings for income earned in each state will need to be segregated for state income tax and reporting requirements (I highly encourage you to use the services of a professional accountant or CPA for this purpose), but it is easily accomplished and many businesses do this).
Customer: replied 2 years ago.
Well, I was considering doing a F-Reorganization. As I understand it, I can incorporate in Florida and then merge the NJ corporation into the FL corporation. I'm just not sure at this point whether it's the right way to handle it since then I have to register in NJ again.
Expert:  CalAttorney2 replied 2 years ago.
Unless you have some very compelling (unusual) reason to do it differently, most businesses would maintain their NJ Corp. and register as a foreign business entity in FL.But if you are facing something unusual in your business, or if there is something compelling that you can achieve only by organizing in Florida, then you may want to look into some form of merger - but I have my doubts regarding the ability to transfer your EIN and bank accounts (which were your stated goal above), and you would definitely want to retain counsel to help you with this complex transaction, whereas registering a business with the FL Sec. of State requires a simple filing, and making sure you have a good accountant.But these really are choices that you will need to make based on your business and the issues you are facing, I cannot guide you on what works best for your specific circumstances through this "Q&A" forum.