Success! We recently had an E-2 Approved for a corporate conversion where the E-2 company converted from an LLC to a corporation in another state. This E-2 corporate conversion was especially complex because the company not only changed the legal entity but also changed the state of formation at the same time. The company converted from a Florida LLC to a Wyoming corporation. In this case, U.S. Citizenship and Immigration Services (USCIS) approved the amendment and changes to the E-2 business without a Request for Further Evidence (RFE). The overall processing time was 4 days with premium processing.
From time to time, E-2 business owners decide to move their business operations from one state to another and in the process they need to consider how to formally transfer their business entity to the new state.
One way to change the state of formation when moving an LLC or a corporation is through conversion or domestication pursuant to state law. A business conversion is a legal process through which you convert your current business entity into another business entity, including into an entity in another state. By converting to another legal entity in another state you are effectively transferring the state of formation to the new state.
As in the E-2 case above, one conversion is changing your business entity from an LLC created in one state to a corporation in another state. However, you can also convert from other types of legal entities including from:
- LLC to corporation
- Corporation to LLC
- Limited partnership to LLC
- Limited partnership to corporation
A business conversion is very convenient for companies because you do not need to form a new legal entity in the new state and you do not need to transfer any assets, liabilities or properties from one company to another. The business existing after conversion is considered the same as it was pre-conversion and ownership, liabilities and assets are transferred by law once the conversion is complete.
However, the challenge is that the conversion needs to be authorized by the law of the state of formation and that is not always the case because not all states allow conversions. Moreover, if the company converts to another legal entity in another state, then that state’s law must also allow conversions from out of state companies.
The E-2 regulations require an E-2 business to obtain approval whenever there is a substantive change in the terms and conditions of the E-2 status. Whether or not a business conversion is viewed as a substantive or non-substantive change to the E-2 depends on the particular circumstances. However, obtaining an approval for corporate conversion to move the business from one state to another and change the legal entity is important for staying compliant with the E-2 visa regulations and is also relevant for the E-2 visa renewal.
The E-2 Investor Visa is a nonimmigrant visa for individuals who make an investment in a commercial enterprise in the United States. The E-2 Investor Visa allows a national of a treaty country to temporary come to the United States together with their spouses and children to live and work. E-2 Investor Visa allows the Investor or Entrepreneur and their spouse and children to travel outside of the United States and re-enter.
Contact us, your experienced Miami business corporate and immigration lawyers in Florida, USA to schedule an appointment for your immigration case and find out more about the E-2 Investor Visa and other visa options for you from our best E2 Visa Lawyers.
Malescu Law P.A. – Business & Immigration Lawyers
