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Do I need to register my Nevada LLC in California?

Cupertino, CA |

Hi,

I have a Nevada LLC that is solely focused on trading stocks / bonds / options online. The Nevada LLC is manager-managed. The manager of the LLC is a California S-Corp, which makes all investment / trading decisions for the LLC. The assets in my Nevada LLC are held at a retail brokerage account, based in Chicago.

Do I need to register my Nevada investment LLC in California?

Attorney Answers 6

Posted

Typically, if you wish for the privilege of doing business in any one state you register to do business in that state, regardless of where your LLC is based.

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Posted

I am licensed in both California and Nevada and have helped many people with Nevada companies. If you register as a foreign corporation doing business in California your LLC will be able to use the California courts in enforcing contracts, dealing with lawsuits, etc. If you'd like help in getting your Nevada 'foreign filing' done, call my office as ask for Carol. Either way Good Luck to you in your business.

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1 comment

Michael Leo Potter

Michael Leo Potter

Posted

The CA Franchise Tax Board might or might not consider you to be 'doing business' in California. A lot depends on where your business activity takes place. In a home office within the State? Is this a regular daily or weekly activity? Is this a source of income? Be careful not to breach the FTB rules lest you end up with a tax bill you didn't want. Where you do business with your LLC is a key element. Good Luck!

Posted

The residence of the manager (CA S corp) is not the key to the answer.
The business activity of the LLC is determinative and the physical presence (office, bank accounts, server) will be pursuasive. You should also consult a tax CPA and/or tax attorney.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.

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Posted

You do not need to register the LLC in CA based upon your facts. Realistically, the party LLC would sue would be the s-Corp which is your alter ego in any event so, while theoretically possible that the LLC would want to sue a CA entity and therefore want to be able to use the CA courts, practically speaking is no real advantage. however, the real issue here is the CA FTB and their rules ignoring formal structures and looking, instead, to the substance of a business in connection with where it's owners and seat of management are located. Talk to a CA CPA on this front as you may find you have to register with FTB and oat the 800 annual fee because of your domicile and the S-Corp located in CA.

My answer is not intended to be giving legal advice and this topic can be a complex area where the advice of a licensed attorney in your State should be obtained.

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Posted

As explained in the post at the link below, registration is required if the LLC is engaging in "repeated and successive transactions" within CA.

The determination would not be based solely on the LLC's securities-trading activities. All activities would be considered. Accordingly, one would need to know all of the LLC's activities to answer your question.

This information does not constitute legal advice and does not establish an attorney-client relationship.

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Posted

Technically, perhaps not if that LLC owns the securities and the trades occur in Chicago it does not appear as if the Nevada LLC is doing business in California other than receiving advisement. On the other hand it is not clearly apparent why you would structure a business relationship in this fashion other than to avoid the payment of California taxes. If you obviously structured this relationship for another reason other than the S corporation which pass direct to you avoiding the payment of California taxes, if I represent you or the State I would prefer to represent the State in regard to this issue.

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