Legal Question in Business Law in California

Re: LLC formation outside of home state

I can refer you to a Wyoming business law firm, if you like. Generally, because the headquarters is here, the brains of the operation here in California, and you are probably buying California services and goods, the property is in NY, and the entity itself is in Wyoming, you are likely looking at 3 separate levels of regulation and potential taxes (e.g., in California, even with a disregarded entity for FEDERAL tax purposes, California imposes fees. 4 levels if you consider federal. More if you add in local/city/county.). You'd have to post to NY law to get input on the NY end, but I would be surprised if having a property there did not count as doing business there.

Re: LLC formation outside of home state

One can never be sure, but I think your facts suggest that the Wyoming LLC needs to be qualified to do business in New York, but not in California.

A deciding factor might be whether the business can operate with a New York address (and/or a Wyoming address), or whether the operating model will result in a significant amount of mail to and from California, such as rent checks, lease documents, and the like. A truly passive California residence of the owner is good; a constant stream of routine business mail to and from a California address is highly indicative of doing business in California and hence a need to qualify here and pay the tax.

Whether the LLC is a disregarded entity or not for US income tax purposes depsnds on how many members it has, and its election. If you are the sole member, however, it will indeed be a disregarded entity.

Re: LLC formation outside of home state

As long as you properly comply with the 'doing business in' rules and registrations in each state involved, you probably can legally do this. Feel free if you want help in getting the corporations sets up correctly. You'll want sound tax advice, get it before deciding what and how to do this.