Legal Question in Business Law in New York

LLC transfer from NY to CA

I have a LLC registered in NYC. I am relocating to CA and will be pursuing further business ventures. I realize that I can merely register my LLC in CA as a foreign LLC but that will require me to keep filing in NY as well (even though there will no longer be any operations in NY).

Can I transfer my LLC to CA? Or am I better off (financially) letting my NY LLC lapse and forming a new one in CA?

Thanks for your help in advance.


Asked on 11/10/02, 12:33 pm

2 Answers from Attorneys

Adam Telanoff Telanoff & Telanoff

Re: LLC transfer from NY to CA

Option 1. Keep the New York LLC and qualify it to do business in California. It will be subject to CA & NY LLC requirements.

Option 2. Dissolve the New York LLC and form a new LLC in California. The CA LLC will be a completely different company, and not have any of the history (good or bad) of the NY LLC.

Option 3. Create a California LLC and merge the NY LLC into it. This should have no tax ramifications, and will allow the CA LLC to keep the history (good or bad) of the NY LLC.

In some circumstances, it makes sense to have a Nevada entity in addition to your California entity to limit CA state tax liability.

Feel free to contact me if you want more information.

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Answered on 11/11/02, 1:20 pm
Mitchell Roth MW Roth, Professional Law Corporation

Re: LLC transfer from NY to CA

If the LLC in NY is a viable business with assets, you need to consider the tax and business (i.e. credit, etc.) ramifications of the choices available to you. You can close the NY LLC and establish a CA LLC. You can establish a CA LLC and merge the NY LLC into the CA LLC. You may, depending upon the type of business involved, want to consider a different venue such as Nevada, which may result in significant tax savings. None of these questions can be answered without a much better understanding of your past business, your current business and your plans for your business.

If you would like, I'd be happy to provide you a free 1/2 hour consultation. If you would like to take advantage of the offer e-mail me with your phone number or call me for an appointment.

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Answered on 11/10/02, 12:43 pm


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