This Question is Answered

1 "helpful" answer available (4 pts)
1 2 Previous Next
Post a new topic
16 Replies Last post: Jun 25, 2009 3:40 AM by harmon_smith

LLC formation issue

Dec 23, 2007 7:52 AM

Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
I have registered a LLC in NJ in 2006 and have a foreign qualification in OH. Starting 2008 I will not be doing any business in these states. Now I want to "transfer" the LLC formation to TX starting 2008. Is there a way that I could "transfer" the LLC rather than closing( in NJ and OH) and re-registering in TX?
Report as inappropriate
Click to view LUCKIEST's profile SCORE LUCKIEST 8,113 posts since
Aug 6, 2007
1. Re: LLC formation issue Dec 23, 2007 8:06 AM
Give and Take. You have registered a LLC. O K. With the I R S?? Did you get a Federal I D Number??.
The Federal I D lets you do business anywhere in the United States.
If you are moving from N J to TX, for the I R S, it is just a address change.
For the states, that is a little different. Do you have an Accountant??
LUCKIEST
Click to view bell123's profile Professional bell123 14 posts since
Dec 23, 2007
2. Re: LLC formation issue Dec 23, 2007 9:52 AM
The best is that you'll open an INC. in DE or Nevada and this entity will hold the other LLC's you opened.
For better control your business it is advised to close any satate entity you finished work with. Any how consulting with accountant is the best way to get the right answer.
Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
3. Re: LLC formation issue Dec 23, 2007 10:41 AM
in response to: LUCKIEST
LUCKIEST: yup, got a fed id at the same time when i registered it. I am worried about the state rules and the taxation issues not the fed
Thanks for the reply
Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
4. Re: LLC formation issue Dec 23, 2007 10:46 AM
in response to: bell123
If i open an INC in DE or NV then I have to pay in one of those states and in TX too. Can I open an INC in TX?
Click to view bell123's profile Professional bell123 14 posts since
Dec 23, 2007
5. Re: LLC formation issue Dec 23, 2007 11:07 AM
in response to: Give_and_Take
Ofcourse you can. But as a foreigner it is the best to do in the right way in the 1st time and those two states are the best for that.
Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
6. Re: LLC formation issue Dec 23, 2007 11:48 AM
in response to: bell123
OK bell123.
So, lets say I need to register an INC in DE and let this entity hold
1) the LLC registered in NJ (and its foreign OH LLC)
2) and register a foreign qualification in TX to the INC in DE
Right?
Click to view bell123's profile Professional bell123 14 posts since
Dec 23, 2007
7. Re: LLC formation issue Dec 23, 2007 12:10 PM
in response to: Give_and_Take
YES!! and good accountant will do it very easely for you , he will open the INC and will make all the right realtions among all of them.Don't forget that if you don't close non of them you'll keep on paying taxes in every state.
Click to view LUCKIEST's profile SCORE LUCKIEST 8,113 posts since
Aug 6, 2007
8. Re: LLC formation issue Dec 23, 2007 12:16 PM
G and T, My first answer to you asked "Do you have an Accountant"??
LUCKIEST
Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
9. Re: LLC formation issue Dec 23, 2007 12:24 PM
in response to: bell123
Thanks bell123. Is there any advantage if I do a rush filing to register the INC in DE by the end of the year?
Click to view Give_and_Take's profile Start-up Give_and_Take 6 posts since
Dec 23, 2007
10. Re: LLC formation issue Dec 23, 2007 12:26 PM
in response to: LUCKIEST
Luckiest, Nope I dont.
Click to view bell123's profile Professional bell123 14 posts since
Dec 23, 2007
11. Re: LLC formation issue Dec 23, 2007 12:56 PM
in response to: Give_and_Take
You left with no business days until the end of the year.
I think that you have to keep on with accountant from this point,so he will see the overall picture.
Click to view Lighthouse24's profile Mogul Lighthouse24 2,402 posts since
Oct 10, 2007
12. Re: LLC formation issue Dec 23, 2007 1:08 PM

This question is marked as answered, but I'm not sure it is.

If you have a New Jersey LLC, you must maintain a physical address (or as an alternative, employ a resident agent with a physical address) in New Jersey. That is the official address is where the corporation would be served, and where corporate documents and records would be filed.

The NJ LLC would be considered a foreign corporation in Texas, and you must register it with the Secretary of State using Form 304 - Application for Certification of Authority (Limited Liability Company) and obtain a certificate granting permission to do business (no big deal, but a big penalty for failure to comply). You also must file Form AP-113 Texas Nexus Questionnaire with the state Comptroller to determine whether or no you'll pay franchise fees or taxes. Finally, you'll need to visit http://www.window.state.tx.us/taxpermit/ and file for a sales tax and use permit.

Even if you incorporated in another state (other than Texas), you'd need a resident agent in that state, and you'd need to register as a foreign corporation in Texas as outlined above.

Hope this helps. Best wishes.
Click to view LUCKIEST's profile SCORE LUCKIEST 8,113 posts since
Aug 6, 2007
13. Re: LLC formation issue Dec 23, 2007 8:54 PM
in response to: Lighthouse24
Lighthouse, From our house to yours, comes best wishes for the Holiday Season.
LUCKIEST.
Click to view Lighthouse24's profile Mogul Lighthouse24 2,402 posts since
Oct 10, 2007
14. Re: LLC formation issue Dec 23, 2007 8:57 PM
in response to: LUCKIEST
Thanks, Luckiest, and I wish you and yours the same!
1 2 Previous Next