Legal Question in Business Law in California

How do I relocate my s corporation from california to texas without still being liable for california taxes? I do not intend to continue business in California.

From what I have been able to discover, California does not allow a corporation to redomicile in another state. I have been in business for ten years and do not want to dissolve the company, if I can avoid it.


Asked on 1/12/11, 2:19 pm

2 Answers from Attorneys

Richard Jefferson M.E.T.A.L. LAW GROUP, LLP

You will not be able to close your California S-Corp if you want to maintain its history. You could register in Texas as a foreign corporation and if you do not do any more business in California you will not be taxed here, except you cannot avoid the minimum $800/yr FTB tax. It may be worth it though to retain that historical activity.

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Answered on 1/17/11, 2:28 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

The process of becoming a Texas corporation would be governed by Texas law, which I do not and could not practice, but I can guess. You'll probably need to form a Texas corporation as a subsidiary of your California corporation, then merge the California corporation into the Texas corporation, with the Texas corporation being the surviving entity. Be sure to let the California authorities know that the California corporation has been merged out of existence. Also be sure to verify that there will be continuity of entity for federal tax purposes.

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Answered on 1/17/11, 5:00 pm


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