Legal Question in Business Law in California

Re: How to ''transfer'' my company from another state-or is it even necessary?

Since your primary operation will be in CA...to take full advantage of the laws of this forum it is advisable to incorporate in CA...but you don't have to.

Re: How to ''transfer'' my company from another state-or is it even necessary?

You will need to register the business with the Secretary of State's office, and pay their minimum "Franchise Fee", even if you maintain your business structure outside of California.

Re: How to ''transfer'' my company from another state-or is it even necessary?

Your question relates to qualifying and operating a foreign LLC in California. ("Foreign" here means not organized under California law).

The first decision you have to make is whether to start over with a California LLC, or to qualify the Washington LLC here. In my opinion, unless the Washington LLC has established a history of operations (i.e. has had revenues, liabilities, filed tax returns, etc.) and/or you will do business in Washington in the future, you are better off dissolving the Washington LLC and forming a new California LLC. Over the years, the headaches and costs of running a two-state LLC with all the extra reporting requirements and complex multi-state tax returns will be a greater burden than making a fresh start.

The answer would be different if the Washington LLC had conducted significant operations anywhere in the past.

A foreign LLC applies for registration in California by filing a Form LLC-5 with the Calif. Secretary of State with a $70 filing fee. It is a one-page form downloadable from the Sec. of State website, along with the instructions.

Also review Calif. Corporations Code sections 17450-17457 regarding foreign LLCs doing business in California.

If you form a new California LLC, be sure to dissolve the Washington LLC according to Washington law. This can probably be accomplished by filing a simple form if the LLC has conducted no operations.

You can't just transfer an LLC from one state to another. You either qualify the existing one here, or you close the existing on and start a new one. The latter process comes the closest to being a 'transfer' but in fact it is a two-step process or maybe even a three-step process (open new LLC, transfer assets and liabilities, close old LLC).

Finally, there are fancy things you can do such as merging the Washington LLC into a California LLC, but you'd need lawyers for that, and for a startup or near-startup these concepts probably don't warrant consideration.