Best State to Form an LLC in 2024

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Quick Answer: For most people, it’s best to form your LLC in your home. This is because you LLC is “conducting business” in that state. And even if you form an LLC in another state, you probably need to register the out-of-state LLC in your home state. This even applies when you’re running your business from home. Forming an LLC in Delaware, Nevada, or Wyoming can often be a bigger headache, and end up costing more money.

There are 4 exceptions:

Best State to Form an LLC? - Form an LLC (4/11)

Maybe you read the following::

“Nevada has no corporate income tax.”
“Wyoming LLCs are the most affordable.”
“Delaware is the best state to form an LLC!”

To be honest with you, it’s mostly bullshit. And doesn’t apply to the vast majority of LLC owners.

The disadvantages of forming an LLC outside of your home state far outweigh the perceived “advantages”.

Let us explain.

Domestic LLC vs. Foreign LLC

If you form an LLC in the state where you reside (aka your “home state”), this is known as a Domestic LLC.

If you form an LLC outside of your home state, you’ll be required to register that out-of-state LLC as a Foreign LLC in your home state.

For example, if you form an LLC in Nevada (but you don’t live there), then you’ll be required to register that Nevada LLC in your home state (as a Foreign LLC) in order to do business in your home state.

This means:

  • You now have 2 LLC filings (one in Nevada and one in your home state).
  • You have to pay 2 State filing fees.
  • You will be required to pay for a Registered Agent in order to use their address for your Nevada LLC.
  • You have to pay 2 Annual Report fees.

Note: We used Nevada above as an example, but the same applies to any out-of-state LLC.

In short, this can easily add up to DOUBLE the cost and DOUBLE the headaches since you have to maintain 2 LLC filings.

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States Charge Fines and Penalties

All state governments enforce their rules that require an LLC to be registered as a Foreign LLC if it is transacting business in their state. Enforcement can include fines, penalties, interest, court costs, and having the LLC’s ability to transact business completely put on hold.

Some states have higher fines than others, but all states have statutes which spell out the consequences of an LLC illegally transacting business in their state.

In some states, the fines can be a few hundred dollars per year. In other states, the fines can be thousands of dollars per year.

Take for example the Connecticut Secretary of State. In conjunction with the Attorney General, they collected $1.3 million from companies that were illegally doing business in Connecticut (not registered as foreign entities). Some companies were only fined a few hundred dollars, however most companies were charged a lot more. The average fine was $4,600 and the highest fine was $30,795.

As per Section 34-275a of the Connecticut LLC Act, if your out-of-state LLC conducts business in Connecticut but fails to register as a foreign LLC within 90 days:

  • The state imposes a $300 per month penalty.
  • Your out-of-state LLC owes income taxes and fees for all the years (and partial years) it failed to register. And the individual who owns the LLC must pay income taxes for the LLC on their state income tax form.
  • Your out-of-state LLC is also charged interest and penalties for not paying the taxes and fees it should have paid.
  • The penalties are levied by the Secretary of State, but if necessary, the Attorney General will sue your out-of-state LLC to recover all the amounts due.
  • The Attorney General can also issue an injunction preventing your out-of-state LLC from doing any more business.
  • While your out-of-state LLC can defend itself in a lawsuit, it cannot sue another party in Connecticut.
  • Your out-of-state LLC won’t be able transact business in Connecticut until all civil penalties are paid (including interest and court costs) and the LLC properly registers as a foreign LLC.

If you want to form your LLC in one state and then register that LLC as a foreign LLC in the state(s) where it’s transacting business, then this whole thing may not be a big deal.

However, a lot of small business owners don’t want to pay for an LLC filing in multiple states since it requires multiple filing fees, multiple annual report fees (and potentially other annual requirements), in addition to maintaining a Registered Agent in multiple states.

Taxes Are Paid Where Money Is Made

Many people are misled into forming an LLC in other states to take advantage of “savings on state income taxes”.

This is simply not true.

In this example, if you formed a Nevada LLC and that LLC is doing business in your home state (not in Nevada), you’ll still need to pay taxes in your home state because that is where you are making money.

A helpful saying to remember is:

“Taxes are paid where money is made.”

Again, your Foreign LLC will need to pay taxes in your home state since that is where you are operating and doing business.

Even worse, you may owe additional taxes and fees in Nevada.

So why do so many websites talk about Nevada LLCs?

Great question.

Nevada

Again, most of the benefits of forming an LLC outside your “home state” are a far stretch from the truth.

Both the states and the companies promoting those states stand to gain financially by LLCs being created within THAT state’s borders.

For example, if 40,000 LLCs are formed each year in Nevada, that’s approximately $3 million dollars in annual revenue for the state.

And that is just for the state of Nevada alone.

It doesn’t include the tens of millions of dollars made by the companies promoting Nevada as “the place” to form your LLC.

The funny thing is, compared to how much Nevada is “hyped up”, there really aren’t that many LLCs formed there each year.

There are far more LLCs formed in states that aren’t “hyped-up”.

Furthermore, Nevada companies rank the highest in fraudulent activity.

Look – don’t get us wrong, if you live in Nevada and you form an LLC in Nevada, there is nothing wrong with that.

But if you don’t live in Nevada, again, it is much better to form your LLC in your home state.

So what about a Wyoming LLC?

Wyoming

Although there is far less fraudulent activity in Wyoming compared to Nevada, this state is also hyped up.

Again, the disadvantages of forming an LLC outside of your home state far outweigh the perceived “advantages” and are not worth the extra hassle, time, and money.

In fact, it will cost you a lot more in the long run.

Forming your LLC where you live is your best bet.

Before we discuss forming an LLC in your home state, let’s talk about the first state to ratify the United States Constitution.

Delaware

Although small in a geographical sense, Delaware is quite large in terms of business activity.

Over 50% of U.S. publicly traded corporations and 60% of the Fortune 500 companies are incorporated in Delaware.

But, did you see the two words we underlined above?

Corporations” and “incorporated“.

You’ll notice these statistics say nothing about LLCs.

The fact is that Delaware may be a good state to form a company in – if your business operates as a Corporation.

Meaning, Delaware is best suited for publicly traded companies that sell shares on the stock market (like Microsoft, Apple, IBM, Chase, Coca-Cola), or companies that have multiple investors, or need to raise venture capital.

But, most of our readers don’t fall into that category.

If you form an LLC in Delaware (but don’t live there), you will still need to:

  • Register your Delaware LLC as a Foreign LLC in your home state
  • Pay annually for a Registered Agent, and
  • Pay the Annual Reporting fees in both states every year

However, if you do live in Delaware (or your LLC in transacting business in Delaware), then you can form your LLC in Delaware.

Home State vs. “Magical States”

Again, forming your LLC outside of your home state is just not worth the hassle and cost.

This goes for Nevada, Wyoming, Delaware, and any other “magical” state.

Attorneys Alexander J. Davie & Dana Shultz agree: most of these states are just hyped up. The best state to form an LLC is your home state.

Online Business

We get lots of questions like this: “My business is 100% online. Where should I form an LLC?

The answer in this case is still an LLC in your home state. Do you think by just being “online” that you can get around corporate law and tax law? That’s not how it works.

Many people run their online business from their home (or coffee shops and co-working spaces in town). That’s where you’re legally doing business. And that’s where you should form your LLC. It’s not a matter of where your customers are located (if you sell online); it’s a matter of where you are primarily (or repeatedly) running the business from.

Even if you travel often or run a location-independent business, the states don’t really care. You’ll need to pick a state where you have the greatest “connection”. This is most likely your home state, your state of residency, where you have your driver’s license, and where you pay state taxes.

My Customers are all Over the Country/World

A lot of people are confused about the legal definition of “doing business”. They think it’s about where the customers are.

It’s not. It’s about where you are running and operating the business from.

You should form your LLC where you’re running the business and working from.

And just because you have customers or clients located in a few states doesn’t mean you need to register your LLC as a Foreign LLC in that state.

Issues with Seller’s Permits

Many LLC University® readers write to us about the issues they face after forming their LLC in the wrong state. We recently received this comment:

I live in California. I got some bad advice and made the mistake of registering my LLC in Utah back in June. Then I realized that I also needed to register in California as a Foreign LLC since I need a sellers permit for wholesale purchases.

If you need a Seller’s Permit (aka Reseller’s Permit or Resale Certificate), you’re likely going to run into similar issues.

What really stinks about this situation is how much time and money has already been invested. In our example above, this reader now has to 1) register his Utah LLC as a Foreign LLC in California, 2) dissolve his Utah LLC and form a California LLC, or 3) Re-domicile (also known as conversion or re-domestication) his Utah LLC to California… which isn’t the easiest process.

Then he has to sort out bank accounts, address updates, IRS updates, and all the other registrations that are in place with the Utah LLC.

You’re also likely to run into similar issues if you have to register your LLC with your state’s Department of Revenue (ex: sales tax registration), but your LLC is formed in another state.

Form an LLC in Your Home State

This is the least expensive, easiest to set up, and the best long-term strategy for your LLC.

The reason why is that most people are running their business (regardless of where they form their LLC) from their home state.

Our friends at Northwest Registered Agent say it best:

“We get a lot of people these days coming up with some pretty goofy ideas. We always try to send them in the right direction before they go off and set up their 5-LLC-asset-protection-strategy to protect their new taco stand idea.”

If you are primarily running your business from home or from locations in your home state, you are most likely transacting business in that state. And that’s the state where you should form your LLC (or register your out-of-state LLC as a foreign LLC).

Now yes, it’s possible to reside in North Carolina, for example, but have a factory and employees located in Virginia. In this situation, your LLC is most certainly transacting business in Virginia. However, it’s likely that your LLC is also transacting business in North Carolina if you are working from home to run your business activities in Virginia.

Another helpful way of determining your home state (if it’s not clear) is to imagine yourself in a state tax audit. Where would the court determine you are throughout most of the year? Where are most of your ties? For most people, this will most likely be the state where your LLC is also transacting business.

How would you answer the following questions:

  • What state are you a resident of?
  • Where do you pay rent?
  • Where do you own homes?
  • Where is your bank account?
  • Where is your driver’s license?
  • Where do you file a state tax return?
  • If you have other licenses/permits, in what state are they held?
  • Where are you registered to vote?
  • What states were you in for more than 183 days?
  • Where is your doctor?
  • Where is your dentist?
  • Where is your health insurance?
  • Where do your kids go to school?
  • Where is your church?
  • Where does your family wait for you while you’re traveling?
  • Where do you most frequently return to after traveling?
  • Where is your main office?
  • Where is your gym?
  • Where is your country club, group, or regular local meetings?
  • Where are your cars registered?
  • In what state is your car insurance?
  • Where are your pets?
  • Where is your veterinarian?
  • Where is your safe deposit box?
  • Where do you receive most of your mail?
  • Where are financial statements and bills sent?
  • From where do your social media posts’ originate?
  • Where are most of your toll records?
  • Where do the calls/text on your cell phone originate? (records have been subpoenaed)

Now not all the things above mean an LLC is transacting business in that state. It’s more so for people who think they are just doing business online, or doing business from “anywhere”. If you were being audited for your personal income taxes, the state where the court determines that you’re a resident is most likely the same state where your LLC is transacting business.

We hope this information is helpful to you.

We hope it cleared up a lot of the hype and misinformation about which state is best to form your LLC.

Now, there are some exceptions.

Exceptions

There are four basic exceptions regarding which state is best to form an LLC:

California Residents

If you live in California, you’ll likely be doing business in California no matter where you form your LLC. So you’ll need to form an LLC in California or register your out-of-state limited liability company as a foreign LLC.

Non-U.S. Citizens and non-U.S. Residents

Note: There are no citizenship or residency requirements to form an LLC in any US state. Non-US residents can form LLCs in the USA.

If you are a non-US citizen or a non-US resident, it comes down to how the business is run.

If you’re going to have an office, employees, or physical presence in the USA, then you should form your LLC in that state. This is the state where the LLC will be transacting business.

If your business will have no physical presence in the USA, then you can choose any state.

The type of US taxes and state taxes you pay will depend on how your business makes money. There isn’t a simple answer for what the “best state” is for the lowest taxes for non-US residents/citizens. It all comes down to the type of business you have. And this isn’t something we can answer for you. You’ll need to speak with an accountant familiar with non-resident alien taxation and the 60+ US tax treaties.

Having said that, while you can pick any state to form your LLC in (if there is no physical presence), how you obtain an EIN and open a bank account are different. And foreign-owned Single-Member LLCs have an additional filing requirement with the IRS (Form 5472). Related to all that, you’ll find these articles helpful:

Real Estate Limited Liability Company

As we mentioned earlier, when operating a business, it’s best to form your LLC in your home state (since that is where most LLCs are transacting business).

This is not the case for real estate LLCs.

Of course, if you are investing in real estate in the state where you live, then yes, it makes sense to form your LLC in your home state.

But if you are investing in real estate located in another state, it is best to form your LLC there.

Your LLC is doing business in that state if you’re generating rental income, buying and selling, wholesaling, or basically any method where you’re making money from your real estate investments.

If you were to purchase property out of state with an LLC that was formed in your home state, you would run into the same issue that we mentioned earlier.

You will be required to register the Domestic LLC in your home state as a Foreign LLC in the state where you are purchasing the property.

Which means that you now have to pay filing fees in both states, pay for a Registered Agent in the foreign state, pay annual fees in both states, and deal with the headaches of unnecessarily managing 2 LLCs.

In summary, it is best to form your LLC in the state where you are buying property since that is the state where your LLC is transacting business.

Wyoming Holding Company

If you’re buying a lot of property – or property in multiple states –, some real estate investors will set up a Wyoming LLC holding company. And then that LLC will own other LLCs located in the states where the properties are located.

Said another way, real estate investors often form a parent LLC in Wyoming, then the Wyoming LLC owns a child LLC set up in the property state.

If you’re considering starting a holding company, you should speak with an attorney or accountant about this.

Best State to Form an LLC FAQs

Will an LLC save money on corporate income taxes?

No, forming an LLC won’t prevent you from having to pay corporate income taxes. This is because LLCs don’t have corporate income taxes at all.

Said another way, the term “LLC” stands for Limited Liability Company, not Limited Liability Corporation. So LLCs don’t have corporate income taxes to pay, because LLCs aren’t Corporations.
Instead, LLCs have what’s called “pass-through taxation”.
Pass-through taxation means that the tax-paying responsibility passes through the business structure (the LLC) to the business owner(s). The business owner(s) then pay taxes on any business income generated by the LLC on their individual income taxes (Form 1040).

Note: The only exception is for LLC owners who choose to have their LLC taxed as a C-Corporation. However, this is rare.

Which state is the cheapest to open an LLC?

The cheapest state to open an LLC is Montana.

That said, you should only open an LLC in Montana if you live in that state, or do business there.

While Montana may seem like a business friendly state due to their tax laws, those tax advantages only apply if you live there or do business there. Otherwise, you’ll have to register your LLC twice: once as a domestic LLC in Montana, and again as a foreign LLC where you live/do business.

That means you will also have to pay annual fees in both states. And you may have to pay for 2 Registered Agents.

The costs add up quickly and you end up spending more money on your business instead of saving money.

What’s the best state for a non-resident LLC?

If you’re a non-US resident or non-US citizen (and you don’t have US employees or an office, store, or warehouse in the US), you can form your LLC in any state. Popular options are Wyoming and Delaware. However, we personally recommend Ohio because it’s more affordable (there’s no Annual Report) and the paperwork is very simple. We don’t think the “reputation” of Delaware is that important, or worth the extra cost.

  • Wyoming LLC Non-Resident costs: State fee is $100. Annual Report is $60 per year.
  • Delaware LLC Non-Resident costs: State fee is $90. Annual Report is $300 per year.
  • Ohio LLC Non-Resident costs: State fee is $99. There is no Annual Report.

If you have a physical location in the US (like an office, storefront, or warehouse) or you have employees in the US, it’s best to form your LLC in the state where you’re “transacting business”. For most, this is where there physical location is, or where most of their employees are located.

Matt Horwitz
Matt Horwitz
Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
 
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

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568 comments on “Best State to Form an LLC”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. Hi Matt,

    I live in AZ but am forming an LLC with a business partner that lives in CO. Does it matter which state we form the LLC in? Also, if I form in AZ and move out of the state, will I have to re-file in my new home state down the road?

    Thanks!
    Lindsay

    Reply
    • Hi Lindsay, will you guys have an office or employees located in one of those states? If so, that’ll be the state to go with since that’s where you’re doing business. If not, either state could work. Depending on the outgoing and incoming states, there are usually 3 ways to “move” an LLC:

      1. Dissolve your Arizona LLC and form a new LLC in the new state. This is usually the cleanest (record-wise), however, you’ll need a new EIN and new bank account opened in the new state. It’s kind of like starting a new business.

      2. File a Foreign LLC qualification (this allows your Arizona LLC to do business in the new state). You can use the same EIN and bank account, however, this can be expensive since you’re maintaining 2 LLC filings (note: it’s still one LLC though). You have the cost of the Foreign LLC Registration/Qualification, Registered Agent fees (if applicable), and Annual Reports (if applicable).

      3. Redomesticate (sometimes called a “conversion” or merger”) the Arizona LLC to a new jurisdiction (new state). You can keep the EIN and the bank account, but the filing can be more complex. If allowed, this is usually a solid option for maintaining business activities without having to follow Option 1 (dissolving and forming a new LLC).

      You may also want to consider forming the LLC in the state you are soon moving to. Hope that helps.

      Reply
  2. i read the article and i totally understand that i have to form a LLC in the state i live in . before reading the article i was thinking to register in NM because the names of the owners and officers are not public . how do i for an Nevada LLC and hide the names of LLC officers/managers ? because they are public in Nevada . can i form a NM LLC to be the officer of the NV LLC? . would that be a problem when obtaining EIN or opening a bank account . if not what is the best set up to hide the officers/ managers name in Nevada ? thank you

    Reply
    • Hey Khaled, if you reside or do business in Nevada, then yes, a setup where your New Mexico LLC is the LLC Manager for your Nevada LLC will work well. Check out my reply to Lisa (it’s a few up from this) – it goes over things to consider when privacy is your aim. You shouldn’t have issues opening an LLC bank account since your Nevada LLC’s Operating Agreement will show the New Mexico LLC as the Manager, but you as the Member (I just emailed you a manager-managed Operating Agreement template). And if the bank is curious as to who owns the New Mexico LLC, just bring your New Mexico LLC’s Operating Agreement. You could also have your New Mexico LLC own your Nevada LLC (instead of just being the Manager). Either way, since both entities are separate legal entities, they should each have their own bank account and EIN Number. Hope that helps!

      Reply
  3. Currently, I live in MD but in December I will move to PA and live there permanently. I conduct online business there not selling or collecting taxes there. I want to register LLC in PA but don’t want to file for out-of-state LLC in MD and pay double fees. What are my best options? Thank you.

    Reply
    • Hi John, instead of forming an LLC in Maryland and then later filing as a Foreign LLC in Pennsylvania or filing a conversion/domestication (converting a Maryland LLC to a Pennsylvania LLC), you should be fine just forming the LLC in Pennsylvania now since you’ll be moving there soon. Hope that helps. Let me know if you have any follow-up questions.

      Reply
  4. Hi Matt,

    (great website!)

    Question: Can I obtain an EIN without having an SSN?

    I am a non-US citizen and a non-US resident, and planning to form an LLC for my US business. As I don’t need a physical presence in the US for my operations there I understand that I can select any state for the LLC. But to open a bank account and I do need an EIN. But is it correct that I require an SSN for that (which I have not) ?

    Thanks, Johan

    Reply
    • Hey Johan, correct, as a non-US resident you can pick any state you’d like. However, if you’re visiting the U.S. to open an LLC bank account, you’ll want to consider a state that is easy for you to travel to. Please see our article on opening a bank account: non-US resident opening a U.S. bank account for LLC.

      As for a social security number (SSN), you don’t need one in order to get an EIN for your LLC. We have instructions here: how to get EIN without SSN. Make sure to only apply for an EIN after your LLC is approved.

      As for not needing any physical presence in the U.S., that is partially correct. You don’t need to be physically present, however, you will still need a Registered Agent address and a main/principal office address as well as a mailing address sometimes (note: they can all be the same U.S. address). The Registered Agent will usually serve as your LLC’s main point of contact with the Secretary of State. If you need to hire a Registered Agent, we recommend Northwest Registered Agent ($125 per year). They’ll serve as your LLC’s Registered Agent and they allow you to use their office address throughout your LLC filing. Any mail that is sent to your LLC will be scanned by them and uploaded to your online account. Hope that helps!

      Reply
  5. Hi Matt,
    Thanks for the great info. We are looking for anonymity and registering in a state that does not fully disclose the ownership structure. In this case, is Wyoming a better option to form a LLC, given this primary motivation?

    Reply
    • Hi Lisa, Wyoming will work for this, as well as a handful of other states. You just need to review the Articles of Organization (or equivalent document) and Annual Report filings to see if Members need to be disclosed. However, you’ll need to take it a step further and consider a Parent/Child LLC setup. For example, forming an LLC in Wyoming and then that LLC owns an LLC formed in the state where you reside or are doing business. This offers privacy, stronger liability protection, and takes care of having the LLC registered where you’re doing business. You’ll also need to consider – for privacy reasons – which addresses need to be listed in both the Parent LLC and the Child LLC (Registered Agent address, main/principal address, mailing address, etc.) as well as how the Articles of Organization (or equivalent document) is signed by the LLC Organizer. If you want to use a filing company and a registered agent for privacy, we recommend using Northwest Registered Agent ($39 + state fee). Their packages are built for privacy: they’ll sign as the Organizer, serve as the Registered Agent, and they’ll allow you to use their office address throughout your LLC filing. Any mail that is sent to your LLC will be scanned by them and uploaded to your online account. Hope that helps! Let me know if you have any follow-up questions.

      Reply
      • Our primary concern is also privacy – Florida appears to make quite a bit of information public record where it appears Wyoming may not… The businesses money will be made in FL but we have considered WY and other states for privacy reasons…

        Sounds like we are on the right track with registering domestically in WY and as a foreign entity in FL. We would use a registered agent in WY because we don’t reside there as well as a registered agent in FL on behalf of the WY LLC.

        After reading through comments, I wonder, is it possible to register domestically in FL using a registered agent and still maintain anonymity?

        Thanks in advance and for this resource.

        Reply
        • Hi Josh, you could form a Domestic LLC in Wyoming and then register as a Foreign LLC in Florida. You could also form a Wyoming LLC and then form a Florida LLC that is owned by the Wyoming LLC (Parent/Child LLC). Another thing to note, the Cover Letter (for both Domestic and Foreign LLC filings in Florida) is not required. Double-check this, but you can likely get the anonymity you’re looking for in Florida with just a Domestic LLC filing. Hire a filing company (so they sign as Organizer). Hire a Commercial Registered Agent. List the Manager as one of your other LLCs (or another business entity). Make sure to hire someone to file your Annual Report each year too, since those are made publicly available on the Sunbiz entity search. Northwest Registered Agent can take care of all the above. Regardless of who you hire to form your LLC, make sure you get a Resolution or Statement of Organizer. This shows the Organizer stepping down and appointing the Members (or Managers). That along with your Operating Agreement will prove ownership. Hope that helps!

          Reply
  6. Hi Matt, my husband and I wish to create an LLC in either Oregon or Washington state (we maintain two houses and travel frequently between these two states). Besides annual fees/initial filing where WA probably edges out a little, we would like to know the tax advantage comparison between these two states. WA has the notorious B&O tax with sales tax, and OR has state income tax though no sales tax. Business is mainly online business. Can we get some advice from you? Also, will forming an S-corp or C-corp help with benefiting tax purpose?

    Reply
    • Hi Linda, we don’t get as deep into taxes as LLC formation, so this is a conversation that you’ll need to have with an accountant regarding Oregon LLC vs Washington LLC. It’s likely that an LLC taxed as a C-Corp won’t offer tax advantages, but an LLC taxed as an S-Corp will offer tax savings on self-employment tax, but that’ll really only be worth it once the LLC’s net income can justify the added expenses (like accounting + payroll). Also, if the LLC is formed in Washington, check out our article on the qualified joint venture LLC (for husband + wife LLCs in community property states) where the LLC can elect taxation as a Sole Proprietorship instead of a Partnership. Hope that helps!

      Reply
  7. I have a registered LLC in Pennsylvania. I’m moving to South Carolina, how do I transfer my LLC to my new place of residency?

    Reply
    • Hi Dennis, there are usually 3 ways to move an LLC:

      1. Dissolve the old LLC and form a new LLC. This is usually the cleanest (record-wise), however, you’ll need a new EIN and new bank account opened in the new state.

      2. File a Foreign LLC qualification (allows existing LLC to do business in the new state). You can use the same EIN and bank account, however, this can be expensive since you’re maintaining 2 LLC filings (note: it’s still one LLC though). You have the cost of the Foreign LLC Registration/Qualification, Registered Agent fees in both states (if applicable), and Annual Reports in both states (if applicable). Note: you may not have these fees in PA though since you may still have an address you can use as the Registered Office and PA LLC don’t have Annual Reports.

      3. Redomesticate (sometimes called “conversion” or merger”) old LLC from current jurisdiction (old state) to new jurisdiction (new state). You can keep the EIN and the bank account, but the filing may be more complicated.

      However, South Carolina doesn’t allow for redomestication of LLCs (only Corporations), so you’ll need to choose option #1 or #2 above.

      HOWEVERSenate Bill 189 (see “Section 33-43-1013”) is working its way into law and if passed, this will amend the South Carolina LLC Act and allow domestication of out-of-state LLCs. So if you are not in a rush, you may be able to exercise option #3 at some point in the near future.

      Reply
  8. Hi Matt, I provide IT services and my home state and the place I am doing most of my business is Ohio, but I also have a few clients and 2 employees in North Carolina. Should I also file for LLC in NC or can I get away (for cheaper) with Just having an LLC in Ohio?

    Reply
    • Hi Nathan, in this case, you’re doing business in both states. For that reason, it’s best to form an LLC in Ohio and then register your Ohio LLC as a Foreign LLC in North Carolina. Hope that helps!

      Reply
      • Yes, that’s what I was debating between so this helps a lot! Thanks you so much for your help, and thanks for putting together such a great, in depth, and straightforward website!

        Reply
  9. hi , i live in pakistan and want to establish a LLC in US for leather business and crowd funding for new products .please tell me which state would be the best for the complete online virtual business operations in US from my home country Pakistan

    Reply
  10. Hi Matt,

    I am not a US citizen. I want to start an LLC in Nevada, using https://physicaladdress.com/pricing/ service which gives me address and registered agent service. I will run my company from my laptop, clients will be mainly from US, but can be from all over the world. Profits from access to my app I want to get through business paypal account. I plan to live in NYC on tourist visa for the next 5 months.

    Please kindly let me know if:

    1. Starting an LLC in Nevada is a good idea in my case ( main reason for picking Nevada is the $400 cost/year and no taxes)

    2. Is living in US on tourist visa, while i run a business is not a problem. I understand I can’t be on a payroll on tourist visa, but as an owner I wouldn’t be.

    3. Is the fact that the LLC is registered in Nevada and I will be residing in NYC is not a problem. On many forums, this included I read that it is best to open LLC where u reside, but I am not creating and selling goods nor hiring employees. My business doesn’t require me to do anything tother that making sure servers are up and responding to emails if costumers have any questions or concerns.

    Thank You for any advice you could provide.

    Reply
    • Hey Joanna, #3: Since you’re a non-US resident and you’re just here temporarily (and you don’t have an office or employees), you don’t have to form the LLC where you are temporarily visiting. That rule applies to US citizens/residents who are “doing business” where they reside. So you don’t have to form the LLC in New York. However, you may want to consider opening an LLC where you will be since it’ll make opening a bank account a heck of a lot easier. If you form an LLC in Nevada, you’ll need to fly there to open a bank account or register your Nevada LLC as a Foreign LLC in New York. Please check out our bank article for foreigners (opening an LLC bank account in the U.S.) and make a few phone calls to banks before deciding on the state where you form your LLC.

      #2: We’re not sure since we don’t get into the details regarding visas and immigration. We recommend doing more research and/or calling an immigration attorney to check.

      #1: The Nevada state taxes won’t apply. Nevada Corporate taxes only apply to a Corporation (or an LLC taxed as a Corporation). And $350 per year ($150 Nevada LLC Annual List + $200 State Business License renewal) is more expensive when compared to other states’ LLC annual fees. However, I think more importantly (and as mentioned in #3), the ease of opening the LLC bank business account will be more important than comparing annual fees of different states.

      Hope that helps! And let me know if you have any new findings or follow-up questions.

      Reply
  11. Hi, I have my 2 rental properties in Las Vegas, NV but I live in California, where do I need to file my LLC? Can I include my husband in my LLC?We are both US citizens. Thank you@

    Reply
    • Hi Amy, yes, you can include your husband in the LLC (also see qualified joint venture LLC). The corporate laws and tax laws about doing business in California are strict so you may need to form an LLC in California and then register it as a Foreign LLC in Nevada or you may want to form a California LLC and then form a Nevada LLC where the Member (owner) is the California LLC. I recommend running it by a few accountants and attorneys as there isn’t a clear black and white answer. Either way, you’ll need to title the property into the LLC that is either formed in Nevada or qualified as a Foreign LLC to do business there. Hope that helps.

      Reply
  12. Hi Matt,

    I’d like to setup an LLC – to be owned by my IRA.
    I live in Illinois

    I currently have a self-directed type of IRA that owns 10 assets which are essentially real-estate notes or contracts. I have purchased the sellers interest in these contract. All of these contracts are secured by real-estate that is located in Iowa. All these contracts are currently in a regular self-directed IRA.
    My intention is to move these assets into an LLC – and then have my IRA invest in the LLC. This will greatly reduce my annual custodian costs and provide increased flexibility in investing

    In the future I anticipate buying investment property in ILLINOIS, thru this same LLC. (ira)

    Question: Should the LLC be established in Illinois or Iowa.

    After reading your website, I prefer to set it up in IL, because its more straightforward, etc… but wondering if I’ll need to also register it in Iowa because these assets are Iowa-based so to speak.

    Thanks for your help.
    Gerri

    Reply
    • Hi Gerri, although the contracts/notes are secured by real property in Iowa, you’re not doing business in Iowa, so we don’t see a need to file in Iowa. If you reside in Illinois, do business there, and will purchase real estate there, seems Illinois is the state to go with. Hope that helps.

      Reply
  13. Matt, I am sorry this may have been answered before, 2 questions.

    1. So I live in CA but have a rental house in KY. If I choose to put it under a LLC, do I still need to pay the $800 fees in CA? What are your thoughts on it? Pros and Cons.

    2. I do a lot of trading, mostly options (calls and puts) and I think I can qualify to do it under a business, what are your thoughts? Would LLC be best? And I assume it has to be in CA since I live here. What advantages to do it under a business instead individual?

    Thanks in advance, I loved all you videos. Wish you much success.

    Maurice

    Reply
    • Hi Maurice, thank you for the kind words :) 1.) Yes, you would still pay the annual fees in California, however, since you’re doing business in Kentucky, you’ll also need to register the LLC there. You can either form a California LLC and then form a Kentucky LLC (owned by the California LLC). And then title the property in the Kentucky LLC name. Or you can form an LLC in California and register it as a Foreign LLC in Kentucky. 2.) Yes, you can set up a California LLC for trading. I’m not sure of the pros and cons as trading is not an industry we’re familiar with. You’ll likely end up paying the same amount in taxes since the LLC – in its default tax classification – will be a pass-through tax entity. However, the pro/con questions could be ran by an attorney and/or accountant. Hope that helps.

      Reply
  14. Matt –

    I reside in Arizona but I want to remain completely anonymous when setting up my LLC. Is this possible in Arizona or do I need to look at states that provide anonymous LLC’s then file a Foreign LLC in Arizona? It will be an online business selling in 46 states. Your insight is appreciated.

    Reply
    • Hi Charles, instead of a Domestic/Foreign LLC setup, I would also consider a Parent/Child LLC setup. For example, forming a Domestic LLC in Wyoming that owns a Domestic LLC in Arizona. Hire a filing company (we recommend Northwest Registered Agent) since they will sign as Organizer, be the Registered Agent, and let you use their address throughout the Wyoming LLC Articles of Organization. Then form a Domestic LLC in Arizona that is Member-Managed and the Member (owner) is your Wyoming LLC. This is recommended since Arizona wants either the Manager or Members disclosed. Form the Wyoming LLC first, then the Arizona LLC second. You could also hire Northwest to form the Arizona LLC since they’ll let you use their address throughout the filing, serve as the Statutory Agent, and sign as Organizer. Any mail sent to your LLC will be scanned by them and uploaded to your online account. Hope that helps.

      Reply
  15. Matt,

    A real estate attorney was recommending that I create an LLC for a condo I purchased that my son is going to be living in (we’ll pretty much only keep it until he’s done with college and then sell it). We don’t really intend to get into the rental business when he’s done with it. Since no money would be coming into the LLC, and any expenses would have to be paid by me personally, is there any reason to do this? It couldn’t function as a true business under these circumstances since no money would be coming in; I was simply trying to give him a place to live without paying rent. Would it be any protection if anything happened at that condo, or should I consider it much as I do my own home? I didn’t form an LLC for my own house to shield myself from any liability that may occur due to someone falling on my stairs, etc., so not sure why I would for this place either.

    Thanks,

    Wes

    Reply
    • Hi Wes, good question. You don’t have to form an LLC and then transfer the property to the LLC, although you certainly could. It seems the premise here is liability protection. You could either form an LLC or keep it your name and get a good insurance policy, as you do with your personal residence. I should also mention that even a home titled in an LLC should also have an insurance policy. Hope that helps.

      Reply
  16. Matt,

    Thank you for the information!

    I am wondering if you could answer a question for me. I am starting up a consulting business. I am in a transitional period and living with family in Minnesota, but I also spend quite a bit of time in Florida. Ultimately, I will get a place in Florida and go back and forth between my family’s home in MN and a place in FL, so I will be based in two locations and just work from wherever I happen to be. Do you think it would make sense to set up in both states right away? Or, start with MN and then add FL once I have an address?

    Thank you!

    Katie

    Reply
    • Hi Katie, you’re very welcome! I’d say it’s easiest to pick the state where you’ll be most. You can’t just “add” a state to your LLC. For example, if you form an LLC in Minnesota, then want to do business in Florida, you’ll need to file a Foreign LLC registration in Florida which allows the Minnesota LLC to do business there. But you’ll need to maintain 2 LLC filings (note: it’s just 1 LLC though). I would pick the state that you end up making your state of residence. Where you’ll have your driver’s license, car registered, pay state taxes (although FL has not state income tax), etc. To add to that, if you think you’ll eventually make Florida your residence, I’d form there for ease. Hope that helps.

      Reply
  17. Hi Matt,
    Thank you so much for the video. It’s really great.
    I have few rental homes, these homes are in few different states, such as OH, FL, WA, CA. I live in CA.

    Can I just do CA LLC and put all these home in this CA LLC, or do I need to have an LLC for each state where the rental homes are in.

    Thanks
    Jay

    Reply
    • Hi Jay, you’re very welcome! We recommend speaking with a business/real estate attorney as well as a tax professional regarding the pros and cons of each setup below. This list is not exhaustive, but here are some ideas:

      1. Form a CA LLC. Then register your CA LLC as a Foreign LLC in FL, OH, and WA. It’s the same entity owning all properties. The Foreign LLC qualification allows the CA LLC to do business in the other states.

      2. Form 4 LLCs, one in each state. Better asset protection than #1.

      3. Form 4 LLCs, however, the FL, OH, and WA LLCs are owned by your CA LLC instead of you. Reason for this is that CA has more strict laws (corporate law and tax law) around “doing business”. Also, properties in FL, OH, and WA could be at risk if CA LLC runs into legal issues.

      4. Form a holding company in a state with stronger asset protection laws (i.e. charging order protection), such as Wyoming. The WY LLC is the Parent LLC. Then form a Child LLC in CA, FL, OH, and WA. All 4 LLCs are owned by the WY LLC. The word Parent/Child aren’t a special type of LLC, it’s just easier to discuss them in this manner. Said another way, the LLC Member (owner) of each of the 4 LLCs is the WY LLC and not you. You are the Member of the WY LLC. This is likely the strongest asset protection option in this list.

      Hope that helps!

      Reply
  18. Hey Matt,

    Thanks for setting up this site – it’s awesome that you’re providing such a resource for entrepreneurs.

    I’m a US citizen living abroad so I think I may be an outlier in your audience. I saw one other comment in this thread from soon-to-be retirees who want to form an LLC in the US before returning but I’m not sure if it applies to me.

    Right now, I think it may be best to create an LLC in my home state (Illinois) and have a family member as the registered agent. I won’t be doing any business in Illinois – but I figure it’s best to have my bank there since that’s where I’ll be going back to regularly. Would there be any benefit to setting up an LLC in a different state if I still plan to bank in Illinois?

    I consulted another expat entrepreneur and he recommended that I register the LLC in another state (Delaware) and then register in Illinois as a foreign LLC. I think this would be more logistically difficult and I don’t know what benefits would arise from this.

    Any feedback would be greatly appreciated.

    Reply
    • Hey Nick, thanks for the kind words :) Yea, if you’re going to bank in Illinois, far easier to form an LLC in Illinois then form an LLC in Delaware and then foreign qualify in Illinois. Hope that helps.

      Reply
  19. Thank you, Mr. Matt, for the video it is really straight to the point…

    Reply
  20. Hi Matt,

    I thank you for the valuable information you provide in the page. I need your advice. I am non US resident / non US citizen (LIBYAN CITIZEN) willing to form LLC. My questions are:

    Are there any restrictions on certain countries such as Libya to form LLC in US?

    Is it possible to form LLC for two different activities? online business (DROP-SHIPPING, AMAZON, SHOPIFY) & buying goods from US merchants such as online car auctions. OR this basically fits under Online General Trading?

    Am I going to be able to open a bank account without visiting the US, since I can’t travel to the US due The complexity of the visa?

    Your advice highly appreciated.

    Thanks
    Naeem

    Reply
    • Hi Naeem, you’re very welcome! No, there are no citizenship or residency requirements to forming an LLC in the U.S. Yes, you can group all your business activities under 1 LLC. No, you’ll need to physically be present in order to open an LLC bank account. Hope that helps.

      Reply
  21. Hello I do Internet real estate in other states but I live in New York and I do real estate transactions here also I just recently put together a parent holding LLC but I want to do to children LLCs in all the states was New York a bad decision and how do I change that to say like Wyoming or Nevada

    Reply
    • Hi Stephen, it’s not as black and white as that, however, the holding company being located in Wyoming is more popular (for charging order protection) and then the Wyoming LLC owns the child LLCs, which are formed in the states where the real estate transactions are taking place. In order to change that, it would be easiest to dissolve the NY LLC and then form the new LLCs. Hope that helps.

      Reply
  22. Hi Matt,

    Thank you for very interesting article and video. I have one thing to be clarified. I’m planning to start single-LLC (CA resident currently) and I’m considering Nevada for it. My business is very small and I have only one customer in the Europe (I’m their subcontractor in the US, working across the US and online). How about that case? My customer is in the Europe and I will invoice them. In that case is not precise where the place of making money is (but financially is Europe). Will it be a good move to setup it in Nevada?

    Thank you.

    Reply
    • Hi Robert, in this context, the state laws about doing business don’t depend on where your clients are, it depends on where you’re running and operating the business from. Which in your situation, is California so you should form your LLC in California. Further, California has very strict laws (corporate laws + tax laws) about doing business. There are some pretty large penalties involved and if caught, those would be imposed… and in addition, you’d need to register your Nevada LLC as a Foreign LLC in California anyway. Hope that helps.

      Reply
  23. Hi, I incorporated an LLC in Delaware a few years ago and pay every year some USD550 to dbi for annual tax and filing etc. I’m still overseas and have not made any use of my LLC just paying Delaware tax and agents fees for nothing. I asked dbi to dissolve the LLC and they want about USD1000 all in all. However you say that most states dissolve a company if the tax is not paid. So should I simply stop paying the tax and forget it? Thanks for helping in this.

    Reply
  24. Hello Matt, thanks for the page and video great info. I hopen you can help me with something. I am in the Army. I am currently stationed in Germany and when I leave here will be going to where ever the Army says. As you can imagine in the military we move every 3 years. I guess you can say my home of residency or rejection order is Texas since that is where I lived when I joined the military, that is the state I claim my taxes through and have my drivers license in. I do not own any property there and have no relatives living there so I don’t have a physical address there anymore.
    My question is I want to create an LLC for an online ecommerce business and I am not sure what state I should set it up in. I do not know where I am going to live when I retire which won’t be for another 3 to 6 years. Should I set up in Texas or somewhere else given my situation?

    Thanks for you help

    Reply
    • Hi Jeremy, you’re very welcome. In this case, I would form the LLC in Texas. Make that your “base” LLC. If later, you live in another state for some period of time, you can register your Texas LLC as a Foreign LLC in that state, then withdrawal the Foreign LLC registration when you move. Also, if you don’t have an address in Texas, I recommend hiring Northwest Registered Agent. They’ll serve as your LLC’s Registered Agent and they’ll also let you use their office address throughout the entire Texas LLC registration. Any mail sent to your LLC will be scanned by them and uploaded to your online dashboard. Hope that helps.

      Reply
    • Matt

      Thank you very much. Yes that helped alot and you are the only one to ever answer me. I have asked atleast 20 to 30 other entities and lawyers and none have ever replied. Thank you..

      Reply
      • Wow, that’s crazy to hear. However, super happy we were able to help provide some clarity. Best wishes with the business Jeremy!

        Reply
  25. I am a resident of California and want to create an LLC for international real estate investment purposes.

    Would it be your recommendation to create a CA LLC

    Reply
    • Hi Wil, I’m not sure where an LLC should be formed for international real estate. That would be a question for a real estate attorney familiar with the country where you’re purchasing. Having said that, if you form an LLC out of country, there is a good chance – due to CA’s strict rules – that that LLC may need to be registered to do business in California. Hope that helps.

      Reply
  26. Hello Matt, thanks for all the great information. I am still a little confused on my particular situation and am hoping you can clarify. I am a US citizen, in the process of setting up a career coaching business, so the actual conduct of the business will be accomplished over Skype/Internet to whichever State the individual lives in. I currently live and work overseas and no longer have a state of residence. Recommendations on the best State to set up my LLC? I will be the sole proprietor with no additional employees.

    Reply
    • Hi Vincent, in this case, where you’re doing business is a bit gray. Doing business is about where you’re working from, not where the clients are. The safest route to take would be to form the LLC in the state you use as your US residency… likely also the state on your driver’s license and the state where you file taxes. Hope that helps.

      Reply
  27. Hi Matt,

    Great article with lots of information in forming an LLC!

    I was almost ready to set up a WY based LLC to buy a property in NJ, rehab it and resell through this LLC. But after reading your article, I realized, it may not be a wise strategy.

    Therefore, wanted to get your thoughts on why most advice out there is to have out of state LLC, when eventually, its a pass-through entity and taxes would still be hit the individual investor’s filing. Also, that the WY based LLC still needs to register in NJ as Foreign LLC, essentially making work twice. Why NJ RE vehicle LLC is not prefered?

    Appreciate your thoughts in advance.

    Regards,
    AJ

    Reply
    • Hey AJ, thank you! There are a lot of companies have a self-interest in promoting certain states. And it’s not that some of these states – like Wyoming – don’t have good laws… I just don’t think a lot of the people who own these sites give a crap about their readers and customers. They don’t property educated them about Foreign LLC registrations and all the details. They seem to always paint a “half picture” (at best). Having said that, Wyoming does have strong asset protection laws in regards to charging order protection, so some investors with more assets may form a Parent LLC in Wyoming and then form an LLC in the property-state, and have the property-state LLC (the Child LLC) owned by the Wyoming LLC. So there is some truth to it. However, you’ll need to weight the benefit of that against the cost and energy in order to rehab and sell one house. And to answer your last question, one of our goals is to inspire the industry to be more transparent. Hopefully we’ll get their with time and patience ;)

      Reply
  28. Hello,

    First let me say that I love your site, thanks for being a great source for honest advice. I have a unique situation that I was hoping you could help me with. I an going to be setting up an LLC to operate a small marine charter business, 1 vessel, which will do business between two states, Florida in the winter and Washington, DC in the summer. Until January 2018, I was a resident of Maryland where I held property. I currently live aboard my yacht and no longer own property in any state. I am trying to decide which state I should claim as my residency in and as you advise create my LLC in that state. Are there any advantages/disadvantages, from the LLC perspective, of choosing Washington, DC or Florida? Thanks for your assistance.

    Joe

    Reply
    • Hey Joe, thanks for the awesome comment! You’re very welcome :) Since we don’t rip apart and compare LLC state statues in great depth (regarding your questions about FL vs DC), I’m not sure. To get that level of granularity, you’ll need to speak with an attorney and/or a tax attorney. However, whichever state you choose as the “base LLC” (the domestic LLC), you’ll need to register that LLC (as a foreign LLC) to do business in the other jurisdiction. And regarding the best choice regarding state residency, that conversation would need to be had with an accountant. Thanks for your understanding and hope that helps!

      Reply
  29. Hi Matt I have real estate properties in florida and have used a family address as the registered agent. The person, whom I nominated as my registered agent no longer lives in the property. It is now a rental. Do I need to change the registered agent. Also does the person who acts as a registered agent have any liabilities.

    Reply
    • Hi Albert, yes, you’ll need to update/change your LLC’s Registered Agent with the state. The Registered Agent is not liable for actions of the LLC. The Florida Registered Agent requirements are listed in #3 of section 605.0113 of the Florida Statutes. Hope that helps!

      Reply
  30. I’m from Europe and non USA resident, want to do only Wholesaling of single-family homes in USA. Being non USA as I understand I can only do it with an LLC.
    So if I open in Wyoming an LLC (because it is cheap), and start wholesaling in Arizona, do I also need to register my Wyoing LLC as a Foreign LLC for Arizona and start paying fees for 2 like you mentioned above? If so then I need to choose only 1 state and focus there. Gota be a good state for wholesalers :D

    Reply
    • Hey Dala, yes, you’re correct. If you’re doing business in Arizona, then the LLC should either be formed there as a Domestic LLC or formed out of state and then registered there as a Foreign LLC. Hope that helps. Best wishes with the wholesaling biz!

      Reply
  31. I totally hear you on the complexity of my situation and thank you for providing some basic insights — will sort it out — thanks for replying!

    Great advice!

    Reply
  32. Hi Matt: Amazing site with lots of relevant info and advice.

    My situation is as follows and I need some direction even though I understand your mantra of filing in one’s home state to prevent doubling of effort and fees.

    I am taking over a business that is located and owned by an individual in Arkansas. The member/manager has defaulted on the franchise payments and there are no other members of this Domestic LLC.

    In preparation to take over I acted too quickly and filed Articles of Organization for a Foreign LLC in my home state of New Jersey. I did this knowing that my office in NJ would operate as headquarters whereas the nexus of physical sales currently occur in Arkansas. And from a marketing perspective it reinforced the brand’s namesake to remain a Domestic LLC within the State that the consumer associated with it. But take away all that and you have a BBQ seasoning that is manufactured in Alabama and distributed wherever it is sold which could be Arkansas, New Jersey or any place in the USA.

    I have since discovered that the Franchise Tax Report for Arkansas indicates “incomplete” filings for the last 3 years with another due in May 2018. The status of the LLC is officially listed as “revoked”.

    The listed officer has no intention of paying the delinquent fees prior to my proposed acquisition of the company. I could change the company name, however the real value is conferred in the actual name of the company “Ivan of the Ozarks LLC”. In addition I listed the company name as such when forming the NJ based Foreign LLC.

    I have read that I can file the delinquent annual report/franchise tax and pay past due franchise fees plus penalty and interest to reinstate. I can also edit information to remove the previous member/manager and reflect my involvement. The AR registering agent would remain the same.

    Per Arkansas Secretary of State: “If you do not file your franchise tax report and fees, there is a $25 penalty fee. The secretary of state will charge 10% interest per year on the tax and penalty from the due date until it is paid. The total tax, penalty, and interest for any one year will not be more than twice the tax owed by the corporation.”

    Now I am in a pickle with many questions.

    • Should I ammend my NJ filing from being a Foreign LLC to that of a Domestic LLC using the Ivan of the Ozarks, LLC name as submitted to NJ?

    • Should I file for the dissolution of the Arkansas Domestic LLC filing (and pay associated franchise fees and taxes to do so) and become a fully NJ Domestic LLC?

    • Should I pay related costs to reinstate the company and maintain as an Arkansas Domestic LLC?

    • Should I file for dissolution of NJ Foreign LLC and rectify matters with Arkansas filing to be a Domestic LLC with no NJ filings on record?

    There are so many ways to approach and I want to be make matters better and not worse and do not want to incur any legal ramifications. They all involve cost but it is the long run aspect that I am taking into consideration in conjunction with you advice.

    Thank you in advance!

    Reply
    • Hey Matt, enjoyed looking through your site. A lot of good info here. I have a question. Looking to set up LLC for start up company with initial target group being Whole Foods, Sprouts, etc. I am currently living in Georgia but plan is to be back in home state of Alabama within a couple years. Should I incorporate business in Georgia and when I move transfer llc to bama or incorporate it as foreign llc? I have family in bama so theoretically I could use their address for business to incorporate initially. Just do not want to cause headaches in future. Am I over thinking this?

      Reply
      • Hey David, thanks :) No, you’re not overthinking. This is called proper planning. If you know you’ll eventually be doing business in Alabama, then this is an easier setup… since “moving” an LLC is a pain in the rear, it’ll be easier to form a Domestic LLC in Alabama and then register that LLC as a Foreign LLC where you’re also doing business in Georgia. Then after you move, cancel/dissolve your Foreign LLC filing in Georgia. Hope that helps!

        Reply
    • Hey Mark, you said “I am taking over”, making it sounds like it’s not done yet. So why even buy the Arkansas LLC? Maybe consider just buying the assets the LLC owns. If you’re not working with a competent business lawyer in this transaction there are a HANDFUL of potential pitfalls and liabilities you may be assuming with buying this LLC. If you decide to and are able to just buy the assets of the LLC, then you can cancel your Foreign LLC filing in NJ, form a new LLC, then approach this transaction from a fresh angle and negotiation. As far as your questions, we appreciate you asking us, but there is just far too much going on here for us to even point you in the right direction, besides that of working with a business lawyer. Hope you get to the bottom of things. And thanks for your understanding.

      Reply
  33. Hi Matt,

    Thanks for the informative article.

    My question is what if I’m starting a new business and only rent a home and do not have an office in the state I live? In this scenario I cannot register my LLC in my home state (AZ) as they require a registered address unless I use the home I’m renting.

    I would prefer to not list the house I rent as my official business address as it may not be long term and they do not allow me to set up a PO Box for this purpose. Additionally, I refuse to spend money on an office while I’m starting out, especially to form the LLC in my home state.

    Is this a unique situation where it might make sense to file in say Delaware but then file a Foreign LLC in AZ?

    Thank you again and in advance for any assistance Matt.

    Reply
    • Hey Travis, you can hire a Commercial Registered Agent, called a Commercial Statutory Agent in Arizona. Not all Registered Agent companies allow this, but the ones we recommend do (Arizona Statutory Agent) – In your LLC’s Articles of Organization, you’ll use their address for your Statutory Agent for Service of Process… and you can also use their address as your LLC’s Principal Address. Any mail they receive for your LLC will be scanned and then uploaded to your online dashboard (and you’ll get an email notification). Hope that helps.

      Reply
  34. Hello! I reside in Virginia, but plan to have my business located in TN. Is it better to set the LLC up in one or the other? I’m assuming that dual filing will be required regardless?

    Thanks!

    Reply
    • Hi Kelly, you could form a Domestic LLC in Virginia and then register as a Foreign LLC in Tennessee, however if you’re going to do business and run the business from Tennessee, you could just form a Domestic LLC in Tennessee. Hope that helps.

      Reply
  35. Hi Matt,

    Very informative.

    I registered a LLC at NV, and bought a rental there. I live in CA. Do I need to register a foreign LLC in CA?

    Thank you.

    Lisa

    Reply
    • Hi Lisa, glad to hear! Yes, you should register your Nevada LLC as a Foreign LLC in California (the form is Application to Register a Foreign Limited Liability Company, Form LLC-5). The reason is that California has some of the most strict laws regarding “doing business”. Simply by you taking care of your rental in Nevada from your home in California constitutes doing business in California.

      California has these strict regulations in place, not just in the corporate law, but also in the Revenue and Taxation law. Meaning that, not only can the California Secretary of State require a Foreign LLC registration in California (and has the power to impose fines), but the California Franchise Tax Board can assess fines and penalties for illegally transacting business in the state and not paying the $800 annual franchise tax as well as filing other state-level tax returns.

      On top of that, the CA FTB can require back payment for all years which you did not pay the annual franchise tax (whether or not your Nevada LLC was registered in California). And yes, a California LLC is expensive, but that is the cost of doing business in (rather, living in) California. Hope that helps.

      Reply
      • Thank you for the reply, and very helpful.

        I forgot to mention that I have an agent who takes care of the property in NV. Does this make any difference?

        Thank you.

        Lisa

        Reply
  36. Hi Matt,
    Thank you for the great insight. I would like to form an LLC with 2 other partners. Two of us are in OR and one is in HI. Does this mean we should form the LLC in OR and a foreign LLC in Hawaii? or does it matter?
    Thank you for your advice,
    -c

    Reply
    • Hey Christian, apologies for the slower reply. It comes down to where there is more substantial business being done. I’d say with the majority of the LLC Members being in Oregon, you should be okay with forming a Domestic LLC in Oregon. If there is a lot of business activity taking place in Hawaii, then it would also be advisable to register your Oregon LLC as a Foreign LLC in Hawaii. You may also want to run this by a few attorneys and get their take on it; some in Oregon, and some in Hawaii. Hope that helps!

      Reply
    • Hey Miki, we can’t comment on your unique tax situation. We recommend speaking with an accountant. Your accountant may likely file in both states, but apportion your income as necessary. Hope that helps and thanks for your understanding.

      Reply
  37. I would like to form an LLC with the two words in the name where ’’association’’ is the second word. New York City does not allow to register ‘’association’’ in the name unless you are NGO. I’m a resident of New Jersey, but the business will operate in New York. Is making sense to open a company in Delaware or Jersey? Can I operate under that name in NYC?

    Reply
    • Hey Miki, nope. If you form an LLC in another state and are doing business in New York, you’ll need to register that entity as a Foreign LLC in New York. And when you file that Foreign LLC registration, it’ll be rejected for the same reason.

      Reply
  38. Hello,

    I am figuring all this out for the first time and am overwhelmed with information. I believe because I am a contractor, generating business with homeowners for repairs on there homes — paid for most of the time by homeowners insurance companies, working under a licensed home improvement company I could benefit from having a LLC with an election of S corp in another state. From what I’m reading on other sites I may not have to do the foreign qualification since I’m not selling products technically. I think I could benefit from doing this because I would not have to pay any franchise taxes or any other corporate taxes. I may be wrong but, paying another state to file might be worth it in my case because of my companies potential income.

    If my company is making over a certain amount of money per year is there a value in doing the LLC with S corp election in another state with no corporate tax of any kind? The State I live in has no income tax as well so I feel this could really be beneficial.

    Reply
    • Hey Houston, we can’t comment on your tax situation. You’ll need to speak to an accountant about that. However, it sounds like you’re doing business in your state, so I would not form an LLC (with or without an S-Corp election) in another state since you’re legally doing business in your home state. The comment about “because I’m not selling products” is not the only factor to consider. Your state’s legal definition of “doing business” is far more detailed than just than. Hope that helps and thanks for your understanding.

      Reply
  39. Hi – like so many others before me who have commented, really terrific information Matt. Thank you for all of it and for your diligent replies.

    I am considering using IRA assets to invest as a limited partner in a hedge fund that I am forming. I have been told to move the IRA to a custodian that allows such investment and to also form an LLC which will be funded by and control the IRA assets. The LLC will then invest in and become the LP of the fund.

    I have bounced this off a tax attorney and he advised forming the LLC in Missouri which struck me as odd as I reside in NY and the fund’s physical address is in CT. He suggested Missouri apparently because they have same day formation, the annual filing fee is minimal and there is no annual reporting requirement. On the other hand, he said, NY has a very high formation fee and an onerous publication requirement.

    Your thoughts?

    Thank you!
    Kash

    Reply
    • Hi Kash, my gut reaction after reading your message is “this guy’s an amateur” (referring to the tax attorney you spoke to). Recommending Missouri because they have same-day filing is just an absurd point given your situation. He’s also not considering the fact that you may be legally doing business in both Connecticut as well as New York. I don’t feel your setup is a “knock it out quick” kind of filing. You’ll want to speak to a handful of legal and tax experts before making any moves. Hope that helps a bit and best wishes!

      Reply
  40. Hi,
    I am not a US citizen and would like to register a service firm ( We provide Industerial Automation Services) in US. Which would be the best state to go with this step. Our client locations are in different states like CA, AL, SC, NC etc.
    We are not dealing with any material trading or any manufacturing activities.
    Please suggest the options from legal point of view.
    Thank you!
    harry

    Reply
    • Hi Harry, sounds like a greet business. We cannot and do not provide opinions from a legal point of view. You may want to speak with an attorney to properly evaluate your situation. I would personally avoid CA and AL if you’re able. If I were in your situation, I’d consider either NC or SC. Hope that helps.

      Reply
  41. Hi Matt,
    I have an inquiry. I live in NY but I formed a LLC in NC for a rental property I own in NC. I’m trying to get a EIN# but not sure what address to put as the LLC principal address. Would this be my address in NY? or the registered agent address I put in my LLC application? Also, what county should I select, the NY county where I live or the county my rental property is located? Please advise. Thanks for your help!

    Reply
    • Hi Maria, in the IRS’s EIN application, #3 Addresses (“Where is the LLC physically located?”), I would use the North Carolina address. At the bottom of this page it will say “Do you have an address different from the above where you want your mail sent?” Select “Yes” then select “Continue”. On the next page (“What is the Mailing Address of the LLC?”) enter your New York address. Then in #4 Details (“Tell us about the LLC”), you’ll enter North Carolina twice (once for “state/territory where LLC is located” and again for “state/territory where articles of organization are, or will be, filed”). The “County where LLC is located” will also be a county located in North Carolina. Hope that helps!

      Reply
  42. Hey Matt – Thanks for all the insightful commentary here. I have an event planning business that I started years ago while living in California. I originally formed it as a California LLC. I recently moved to Arizona, but the majority of the events that I plan are still located in California. I do all of the advance planning from my home in Arizona, and then travel to California only for the day of the event. The clients that hire me for California events are sometimes located in California, but sometimes they are located in other states. I don’t have any employees and no physical business address (other than my AZ home). I would prefer to move my LLC state from California to Arizona for the better fee structure, but I’m not sure if California would still consider me to be “doing business in California”, and therefore still force me to pay the $800 annual tax. Any advice on which state CA/AZ to base my LLC in?

    Reply
    • Hi Matt, you’re very welcome. I’m glad it’s been helpful. I hear you on the desire to move things to Arizona, however, you’re likely still doing business in California. With the bulk of your events in California, the majority of your clients there, and you making repeated transactions in the state, I’d say this is doing business in California. If you shut down the California LLC and formed one in Arizona, there is a chance you could fly under the radar, but it’s quite risky (and not recommended). You’ll likely need to register your Arizona LLC in California as a Foreign LLC (which defeats your initial purpose), and worse, the state as the right to impose fines and penalties, not only against your LLC, but also against you personally. I recommend reading what is doing business in California, where we’ve linked to the relevant state statues. For example, in the California Corporations Code, Section 2259, it states, “Any person who transacts intrastate business on behalf of a foreign corporation which is not authorized to transact such business in this state, knowing that it is not so authorized, is guilty of a misdemeanor punishable by fine of not less than fifty dollars ($50) nor more than six hundred dollars ($600).” Also check out Section 2203: “Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to a penalty of twenty dollars ($20) for each day that unauthorized intrastate business is transacted.” As you see, things can quickly get dicey and expensive. And the above examples are not all-inclusive. I also recommend calling a few attorneys and see what their thoughts are. I hope that helps you get a little closer to clarity.

      Reply
      • Thanks, that’s helpful. So if I keep the LLC based in California, should I register as a foreign LLC in Arizona?

        Reply
        • You’re welcome Matt. It’s likely the best setup to form the LLC in California and then register as a Foreign LLC in Arizona since you’re doing business in both states. Hope that helps :)

          Reply
  43. Matt,
    Great articles and references. I want to form an LLC in my home state MI. I will be selling construction equipment as an example. The opportunity will allow me to sell product among a few states of protected territory.
    Will I need to form an LLC in each state I intend to do business?

    Reply
    • Hi Jeff, thanks for the kind words. “Doing business” is loosely defined in most states, so it’s hard to say for sure whether you’ll be doing business in other states (just based on your initial comment). I’m not sure if you just have customers there or you have a more “substantial presence” in the other state(s). Do you have employees in the other state(s)? An office/storefront? What percentage of your business is done outside of MI and to what context? If you can provide some more details about what you do outside of MI, that would be helpful. Hope my initial reply is helpful.

      Reply
  44. Hi Matt – great stuff. I’m thinking of creating an LLC solely for the purpose of being able to pool together money from several other people in order to invest in a real estate private equity fund that has a minimum investment and the pool will allow us to reach that minimum. All the people that will be part of the LLC live in New York and the real estate private equity fund is primarily based out of New York but also has offices in other states. The fund will invest in real estate properties in several different states. The only “business” my LLC will be doing is being a passive investor in another fund that itself does business in several states. Does it still make sense to create the LLC in New York or should I do any cheap state?

    Reply
    • Hmmm… interesting question Will. This is walking the gray line of what it means to “do business” in New York. Good old New York is quite strict, so there could be issues (if you end up in court) by forming outside of NY. At the end of the day though, this is a question for an attorney (or a few). The answer is not black and white. Curious to see what you come up with though, so feel free to send an update once you gain more clarity. Thanks for your understanding.

      Reply
  45. Hello!

    I’ve just watched a few of your videos and have a question regarding with state I should register my LLC in or if I should transfer my LLC to a different state because I travel often. My primary source of income requires me to bounce between states every 3-4 years. So, I was wondering if I should transfer my LLC to my gaining state (unknown at this time), register it in my current state (NV), or register it in my state of residency (FL) even though I am not physically there. My business will be operated online and be assessable to all 50 states once I complete all of the legal logistic. Cheers!

    Reply
    • Hey Edward, I think forming an LLC in the state where you reside (FL) will be the most stable. Then filing a Foreign LLC registration in the states where you move will be the easiest. Hope that helps.

      Reply
      • Thanks for your response Matt! Another quick question. Would it save me money if were to bounce my LLC between the states where I reside or would this be too much of a headache? I don’t know if I’ll move back to FL after I retire.

        Reply
        • There isn’t really an easy way to “bounce” an LLC around. The closest to what you’re talking about (that’s the easiest) is Foreign LLC registrations. You’re looking for a “stable base” (the state where to form the Domestic LLC). I hear you that you won’t move back to FL after you retire. You could form the base (the Domestic LLC) in FL, do the Foreign LLC registrations as needed, then after retirement, “move” the Florida LLC to a new state. You can that by shutting down the FL LLC (and it’s correlating Foreign LLC registrations) and then forming a Domestic LLC in the new state or you could re-domesticate, if the incoming state allows it. Hope that helps.

          Reply
  46. Hi Matt…awesome video! Thanks for providing this.

    I live in NC and want to start an LLC just to build an official track record for a stock trading business that I may grow one day. I will have no official employees but may subcontract out work to a couple of friends in other states that will get a 1099 if they receive payment.
    Since I will have no products or sales other than brokerage account investments does it make sense to set up the LLC in NC? Wouldn’t it make more sense to set it up in a NO corporate tax state or no Capital gains tax state? I read that NV doesn’t charge cap gains tax as well.
    Thanks in advance!

    Reply
    • Hi Pete, this is a good question, and the honest answer is I’m not sure. This enters the gray area. Although it’s all digital, you running the operations from your home in NC could easily be considered “doing business”.

      Reply
      • Thx Matt! Appreciate the response. Think I’ll take the easy choice and set it up in NC to avoid potential future problems.

        Reply
  47. I have two synergistic business models: One with an existing LLC and the other that needs to be set up – can the one that needs to be set up use a DBA (assumed name) to get started? ($25 vs $250 online in IL) -or should I pursue a new LLC altogether? First Business Model is a Fiduciary based Investment / Insurance Platform to create, protect and distribute wealth and the 2nd is a Fiduciary Medical and Nutritional (Health and Fitness) Vitality Concierge service for both existing clients of the first business and new ones. Set up new LLC or to save a few $ -open DBA under existing LLC?

    Reply
    • Hey Chris, if you’re talking about a DBA owned by you, that’d be a Sole Proprietorship, which does not offer liability protection in the event of a lawsuit. And your service sounds like it could have some liability risk. If you’re talking about a DBA owned by your existing LLC, yea, this is a route you could take, but honestly, I feel like it’s such a pain in the neck to reorganize everything when you do get around to forming the LLC, that the headache is not worth the “savings”. If it were me, I’d just form the 2nd LLC and keep things separated. Hope that helps.

      Reply
  48. As of DEC 20th 2017 The State of IL lowered both the upfront cost to open up the LLC – but also lowered the Annual Report Charge from $250 to $75
    My assistant sent the check off for $250 – What recourse do I have to get the $ back – the difference? LLC formed in 2013
    Please advise

    Reply
    • Hi Chris, I’d call the Secretary of State’s office and ask for a refund. Hope that helps.

      Reply
  49. Hi Matt,
    I wish to put real estate properties in three different LLCs (in the three states the properties are located) and have a parent LLC (say in Wyoming or Nevada) hold the 3 child LLCs. How do I do that? I.e. I form the parent LLC. Then I form the 3 child LLC. 1. How do I put the 3 “children” under the parent LLC?
    2. Do you suggest any other state for the parent LLC? (For the purpose of asset protection and privacy)
    3. Any benefit or disadvantage in having the parent LLC in one of the children’s state?

    Thank you for shedding light on this.

    Reply
    • Hi Annete, for the strongest asset protection in the parent-child LLC relationship for real estate investing, we lean towards Wyoming as the parent. If you go this route, you’ll form the parent WY LLC first and wait for it to be approved. After that, form each of the child LLCs and list the Member as the Wyoming LLC. This will be done a few different ways. If the state’s Articles of Organization has a place for LLC Members, then list the WY LLC. If the Articles of Organization (or similar document) does not ask for LLC Members, then you’ll sign the Articles of Organization as an LLC Organizer (which you’d be doing anyway… a lot of people think an LLC Organizer is automatically an LLC Member… but they are not.) Then sign Statement of LLC Organizer and appoint the WY LLC as Member. Also list the WY LLC as the Member in the Operating Agreement. When you sign the Operating Agreement (and anything else for that matter) for the WY LLC, make sure below your signature it says “My WY Company Name LLC, by Annete LAST NAME, Member”). Also, even if your Articles of Organization does provide room for the LLC Member, it’s still a great and organized paper trail to also sign a Statement of Organizer in addition to the Operating Agreement. Hope that helps.

      Reply
      • Thank you Matt. This is very helpful. Per your suggestion I formed the parent LLC in WY. Then I formed the child LLC in the other state and included myself and the WY LLC as the two members. This should protect my child LLC? I have another LLC in a 3rd state which was formed before the WY LLC. How do I protect that asset? Also, I don’t have much personal asset. The LLCs are my assets. Hope they’re protected by the parent child LLC formations? Or do I have to do something further?

        Reply
        • Hi Annette, it’s not usually common to list a parent LLC and yourself as Members of the child LLC. It’s usually just the child LLC, owned by the parent LLC, and the parent LLC is owned by you. Regarding your 3rd LLC (which is already owned by you), you can sell/transfer the LLC to another LLC, but that’s not something we can show you how to do. You’ll need to speak with an attorney. If the 3rd LLC doesn’t have any assets or activity, you could also consider dissolving it and setting up a new “3rd” LLC (if you really want it to be owned by your Wyoming LLC). But then again, if you don’t have any assets or much liability, all of this could be overkill. I’m just painting a few different scenarios for you, but I’d say it’s best to speak with a few attorneys to find the best course of action. Hope that helps.

          Reply
  50. Good Day Matt,
    I’ve found the information you have provided here and elsewhere very informative, but it doesn’t address our situation specifically.
    My wife and I are US citizens and residents of Virginia. We are at the beginning of a process to acquire improved property in a British Overseas Territory in the Caribbean. For the short term we intend to use this property for vacation (4-5 weeks/year) and rental for the remainder of the weeks each year when we aren’t vacationing there. When we “retire” in a few years, we would plan to live there 9/10 months/year and operate the property as a B&B.
    For a variety of reasons, not the least of which is liability protection, we prefer to form a LLC and have the LLC purchase the property and operate the business use. We’ve checked with an on-island attorney and have found that while a US-based LLC can own property there (provided it is registered there as a foreign company), local law prohibits locally-formed LLCs from owning real property (so that option if off the table).
    Since we will not be operating the business in Virginia, is there any advantage (other than perhaps convenience) to form a VA LLC? If not, should our primary criteria for formation, given our situation, be startup/annual cost, asset protection, or some other factor or combination of factors (and what state or states should we be looking at)?
    Thanks in advance for your response.
    John

    Reply
    • Hey John, congrats on the upcoming purchase. You’re correct in that Virginia will be an easy setup since you reside there, however, I can’t accurately address your question regarding startup/annual cost vs. asset protection vs. other factors. Your situation is not as straight-forward as most, and you’re dealing with multiple jurisdictions, one being outside of the US. I would recommend running this question by a few real estate attorneys and pooling everyone’s ideas together to find the best approach. Apologies I couldn’t be more specific.

      Reply
  51. Hi Matt,

    Thank for your great article.
    I have some question. Hope you will help me with it.

    I am a Vietnam Citizen but now I live in US and I’m a US permanent resident, live in Arizona. I still keep my VietNam Citizen status while I live in US.

    Now I doing E commerce Business. All my business are online base. I don’t have warehouse, don’t have store…
    Can I form an LLC in Nevada by my Viet Nam information ( Passport). After that can I open an US Bank for my LLC also? If yes do I need to provide any information beside that.

    When I do business in Nevada under my LLC do I need to pay for Nevada State Tax and Federal Tax. When I transfer money from my LLC to my supplier over sea do I have to pay Tax or provide any information for US?

    Thank in advance,
    I’m looking forward to hearing from you soon
    Sincerely,
    Rin Phan

    Reply
    • Hi Rin, we can’t provide information on taxes, since it varies so much among people and different businesses. We have a guide on how to find an accountant though. You may want to also consider forming the LLC in Arizona instead. If you want to open a bank account for a Nevada LLC, you’ll need to either visit Nevada or call a bank located in both Nevada and Arizona and see if they’ll allow a “cross-branch opening”. They’ll likely want you to visit in-person though, especially not being a citizen yet. Hope that helps.

      Reply
  52. I live in Georgia but I’m from Virginia. I have been doing online selling from my home in Georgia. I plan on opening a store back home in Virginia and I’m confused to what state i should do my LLC in and whether i need a registered agent. I do have family in Virginia so i do have a address to send to. What do you think the best options for me?

    Reply
    • Hi Shannon, if you’re opening a store in Virginia, then that’s legally where the entity will be doing business, so you should form an LLC in Virginia. And to clarify, all LLCs in Virginia require a Registered Agent. I think you may be referring to a Commercial Registered Agent. A Registered Agent is a person or company who agrees to accept Service of Process (legal/court mail) on behalf of your LLC if it is “served”. You can certainly have a family member be your LLC’s Registered Agent in VA though. Hope that helps.

      Reply
  53. My business is online. I buy wholesale from distributors and manufacturers and sell it on Amazon.
    It was suggested to do an LLC with a state that doesn’t collect sales tax (ie Oregan, Delaware etc)
    Do you see a benefit to this – what are your thoughts?

    Reply
    • Hi Brian, our team hasn’t fully dove into the research regarding the best state for LLCs which collect (or may need to collect) sales tax and what strategy to follow, so I can’t provide a clear answer at this time. Although you’re business is online, the state where you run and operate from will be the state where you’re legally doing business.

      Reply
  54. Hi Matt,
    my name is Stavroula. I am a not US resident and am living in Greece, Europe. I have an Amazon FBA business. I want to form a Single-Member LLC this year.
    Is it better to form a LLC in a state with no sales taxes?
    What about income tax sales?
    Thank you in advance.

    Reply
    • Hi Stavroula, in your case, being a foreigner, you’ll want to speak with a few accountants in order to find the best state for your tax situation. Check out our “knights of the roundtable” strategy as listed in our how to find an accountant guide. Hope that helps.

      Reply
    • Hi Stavroula.

      Kindly share your research that which state is the best to make LLC for amazon fba while business owner is not a US resident . I am also searching same as living in Australia and looking to setup USA Amazon FBA.
      Thanks

      Reply
  55. Hey Matt,

    A friend and I are creating a iPhone game. In order to do all the necessary steps for advertising etc. we need a bank account but we don’t want to use our personal accounts. We thought it would be smart to simply form an LLC and open a bank account for the entity. We are not expecting to make much but want to protect ourselves just in case. He is in OH and I am on TN so my question is does it matter which state we set it up in, are there advantages to one or the other since we will not be opening a physical location in either?

    Thanks,
    Ed

    Reply
    • Hi Ed, will one person be running the business more than the other? If so, chose the state where the majority of the business activity takes place. I know you’ll both be working from home, but that is still “doing business” in the state. If not, then you can pick either state. Hope that helps.

      Reply
  56. I started an online business teaching ESL and American Accent training in Texas as an LLC. I make my own curriculum and teach it online. I moved to California and do not want to move my LLC here as they charge you $900 in taxes if you make money or not! Well I work full-time and this business is very small and so I do not need to make an LLC in California as I work online with anyone who can pay with PayPal. So if there is no “physical business” but rather an online service, Can I just keep my Texas LLC and a physical address there?

    Reply
    • Hi Sammy, since you’re operating the business from California now, you are supposed to register there. You could either move the LLC, file a Foreign LLC registration, or dissolve the LLC in Texas and then form an LLC in California. Having said all that, since it sounds like you don’t want to do any of that, you can just leave things as they are and continue to operate as is. There is a chance you’ll get a letter from the state requiring you to register in California, but I can’t tell you for sure that will or will not happen. Hope that helps. Apologies for the “gray” answer on this one.

      Reply
  57. Thanks for the response. I’m looking forward to your findings. In the meantime, I’ll check with an attorney.

    Reply
  58. I reside in CT but will be purchasing RE in FL for rental purposes. If I create the FL LLC will CT require Foreign LLC registration? I am looking to do the easiest solution over the cheapest as far as when taxes and revenue is generated. In the long run would FL still be better than CT for an LLC?

    Reply
    • Hi John, while we can’t say for sure, it is unlikely that CT will ask for a Foreign LLC registration. Because the property is in Florida, that’s where the business will be operating, and therefore, a Florida LLC will be the best route. Hope that helps.

      Reply

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