Legal Question in Business Law in California

Re: Incorporated a Business in a state, Business in an other state?

Your New Jersey Corporation can do business in

California, although you do have to register it

(qualify it, technically) with the CA Secretary

of State. If the corporation does business in CA, it'll have to file a CA income tax return.

If it's a C corporation, it'll have to pay CA income

taxes. I really don't know whether there will also

be NJ tax liability, check with an accountant or

tax attorney. Another option would be to create a new CA

corporation to do business here. I don't know about

NJ, but if you had a CA corporation that you no longer

needed, you can usually merely abandon it without

any repercussions. Consult with an attorney.

Re: Incorporated a Business in a state, Business in an other state?

You have to comply with California's laws, which allow "foreign" (i.e., out-of-state) corporations very limited leeway to do business here without qualifying (i.e., signing up to pay California franchise and other taxes).

Your options include:

(1) Qualifying the New Jersey corporation to do business in California.

(2) Forming a California corporation to succeed the New Jersey corporation, and dissolving the New Jersey corporation.

(3) Forming a California corporation to succeed the New Jersey corporation, and merging the New Jersey corporation into the California corporation; or

(4) Doing business in California other than through a corporation, i.e. as a proprietorship.

Without knowing more details about the operating history and proposed future activities of the business, I am inclined to suggest #2 but cannot give you a knowledgeable recommendation.