How to File Articles of Domestication in Florida

To file articles of domestication in Florida, a corporation formed in another state must first adopt a written plan of domestication, obtain board and shareholder approval, and then submit articles of domestication (with a set of Florida articles of incorporation attached) to the Florida Department of State, Division of Corporations, along with the $50 filing fee. The process is governed by Sections 607.11920 through 607.11924 of the Florida Business Corporation Act. The corporation keeps its original incorporation date and legal history and continues as the same legal entity, but it becomes fully subject to Florida law once the filing takes effect.

Draft the Plan of Domestication First

Nothing gets filed with Florida until the corporation has a written plan of domestication. Florida law requires the plan to spell out several specific items:

The name of the corporation seeking to domesticate and the name and jurisdiction of the resulting Florida corporation.
How existing shares and rights to acquire shares will be converted into shares, other securities, cash, or other property under the new Florida entity.
A written copy of the articles of incorporation and other organic rules that will govern the Florida corporation immediately after domestication.
Any other terms or conditions the corporation wants to attach.

The plan can also make itself contingent on external facts, such as regulatory approvals or market conditions, as long as those facts are objectively verifiable.¹

Most of the substantive drafting work lives here. The articles filed later with the state are comparatively short.

Get Board and Shareholder Approval

The board of directors adopts the plan first, then submits it to shareholders with a recommendation to approve. A board that has a conflict of interest or another reason not to recommend can decline, but it must explain that decision to shareholders.

Every shareholder must be notified of the meeting where the vote will occur, whether or not that shareholder has voting rights. The notice has to state that considering the plan is the purpose of the meeting, and it must include both a copy of the plan and the proposed governing documents that will take effect after domestication.²

Approval takes a majority of the votes entitled to be cast at a meeting where a quorum is present. Each class or series of shares also votes separately as its own group unless the articles of incorporation eliminate that separate voting right. The board may layer on stricter conditions, such as a supermajority vote or a required tax ruling.²

One trap: if the domestication would expose any shareholder to personal liability they didn’t previously have, each affected shareholder must sign a separate written consent to take on that liability. The only exception is when the shareholder already had comparable liability and the new terms are substantially identical or less burdensome.

What the Articles of Domestication Must Include

Once the plan is approved, the corporation files the articles of domestication with the Florida Department of State, Division of Corporations. The document itself is streamlined and must contain:

The name of the original corporation and where it was formed, plus the name and jurisdiction of the resulting Florida corporation.
A statement confirming the domestication was approved under the applicable law. For a foreign corporation domesticating into Florida, that means approval under the corporation’s home-state law.
An attached set of articles of incorporation for the new Florida corporation that satisfies Section 607.0202.

The articles of domestication must be signed by the domesticating corporation after proper approval.³

Corporate Name Rules

The Florida corporation’s name must include “Corporation,” “Company,” “Incorporated,” or one of the standard abbreviations like “Corp.,” “Inc.,” or “Co.” It also has to be distinguishable from every other entity on file with the Department of State. Minor differences (adding a suffix, changing a word to its plural, swapping “&” for “and”) don’t count as distinguishable.⁴

Run a name availability search through the Division of Corporations before filing. If the name you want is already in use, you can still use it with written consent from the existing entity, filed alongside your documents. The name cannot suggest a government affiliation or a purpose your articles don’t permit.

Registered Agent

Every Florida corporation must have a registered agent with a physical Florida address. The agent can be an individual who lives in Florida or another business entity authorized to operate in the state, and the agent’s business address must match the registered office address on file.⁵

This is not optional. A corporation that fails to maintain a registered agent cannot prosecute or maintain a lawsuit in Florida courts and faces a penalty of up to $500.⁵

Filing Fees and Processing Time

The filing fee for a certificate of domestication of a foreign corporation is $50 under Section 607.0122. An optional certificate of status adds $8.75.⁶ Budget for a few side costs as well: a certificate of good standing from the original state typically runs $5 to $25, and certified copies of the original articles of incorporation can range from a few dollars to over $100 depending on the state.

The Division of Corporations does not list domestication filings as a standalone processing category. They fall inside the queue for corporate amendments, mergers, conversions, and resignations. As of early 2026, that queue was running roughly three months behind, with filings received in late December 2025 being processed in late March 2026.⁷ The backlog fluctuates, so check the Division’s processing dates page before you file. For online filings, the processing date is the date the credit card payment clears; for check payments, it is the date the check is deposited.

What Happens Once the Filing Takes Effect

After domestication takes effect, the corporation becomes subject to Florida’s Business Corporation Act while remaining the same legal entity. No new corporation is created. The domesticated corporation is treated as having been incorporated on the date the original entity was first formed.

All property, contract rights, debts, and obligations transfer automatically without a separate conveyance. Pending lawsuits can continue under either the old or new name. Existing contracts remain enforceable, though any with jurisdiction-specific clauses or choice-of-law provisions should be reviewed to confirm they still work as intended under the new domicile.⁸

Shares in the domesticating corporation are reclassified according to the terms in the plan, and shareholders receive whatever the plan provides: equivalent Florida shares, other securities, cash, or some combination.⁸

Appraisal Rights for Dissenting Shareholders

Shareholders who oppose the domestication are not simply stuck with it. Under Section 607.1302, a shareholder of a domestic corporation has the right to demand payment of the fair value of their shares when a domestication is approved, provided shareholder approval was required for the transaction.⁹

Appraisal rights are not unlimited. They generally do not apply if the corporation’s shares are publicly traded securities covered under the Securities Act of 1933, or if the shares trade in an organized market with at least 2,000 shareholders and a market value above $20 million (excluding shares held by insiders and large beneficial holders). Even those excluded shareholders keep appraisal rights when the domestication qualifies as an interested transaction.⁹

When a Florida domestic corporation domesticates out to a foreign jurisdiction, the domesticated entity is deemed to have appointed the Florida Secretary of State as its agent for service of process in any appraisal proceeding and must promptly pay amounts owed to shareholders exercising those rights.⁸

Close Out the Original State

Filing in Florida does not end the corporation’s obligations in its former state. Most states treat an entity as continuing to exist until it is formally dissolved or withdrawn. A corporation that simply stops filing in its old state remains on the books there and keeps accruing annual report obligations, franchise taxes, and penalties.

The typical steps: obtain shareholder or board approval for the dissolution or withdrawal, file a final tax return or obtain tax clearance from the former state’s revenue department, notify creditors if required, cancel any business licenses or permits, and file a certificate of dissolution or withdrawal with the former state’s filing office. The order varies by state; some require dissolution documents before creditor notification and others require the opposite.

The same logic applies to every other state where the corporation was registered as a foreign entity. Each foreign qualification carries its own annual reporting and fee obligations, and missing even one produces a slow buildup of fees and penalties.

Calendar the First Florida Annual Report

Once domesticated, the corporation must file an annual report with the Florida Division of Corporations. For profit corporations the report costs $150.00 and is due by May 1 each year. Missing that deadline triggers a $400 late fee. A corporation still unfiled by the third Friday of September faces administrative dissolution at the close of business on the fourth Friday of September.¹⁰

Administrative dissolution is reversible, but reinstatement means more fees and paperwork. Put May 1 on the calendar as soon as the domestication is effective, and keep the registered agent information current.

1
Florida Senate. Florida Code 607.11920 – Domestication
2
Florida Senate. Florida Code 607.11921 – Action on a Plan of Domestication
3
Florida Senate. Florida Code 607.11922 – Articles of Domestication
4
Florida Senate. Florida Code 607.0401 – Corporate Name
5
Florida Senate. Florida Code 607.0501 – Registered Office and Registered Agent
6
Florida Senate. Florida Code 607.0122 – Fees for Filing Documents and Issuing Certificates
7
Florida Department of State. Document Processing Dates
8
Florida Senate. Florida Code 607.11924 – Effect of Domestication
9
Florida Senate. Florida Code 607.1302 – Right of Shareholders to Appraisal
10
Florida Department of State Division of Corporations. File Annual Report