What address do I use to register LLC


0

I need some suggestion on the current situation that I am in. I am currently in PA, I have decided to start my web-based company and I've decided to move to the Bay Area by the end of this month. I would like to register the LLC in Delaware through one of the several online services.

Because of my Visa status, I would like to register the company ASAP even before moving. My question is that while registering, what address do I give for the company? I am still looking for a place to stay so I do not have a physical address in CA currently. If I give my current PA address, what would I have to do once I reach CA?

Any help would be appreciated.

LLC Location Legal

asked Jun 17 '13 at 13:27
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Ayrton Senna
124 points

1 Answer


1

Oh, so many issues in one "simple" question... Note, I'm not a lawyer or tax adviser, for a proper legal or tax advice you have to talk to a professional licensed in your state (attorney for legal issues, attorney/CPA/EA for tax issues).

Visa Status

Let me guess, you're a foreigner on F1/J1/L1/H1? Opening an LLC may signal that you're performing work, which you're not allowed to do. I don't know if USCIS/ICE are monitoring or not and whether they'll catch you or not, but you'll forever have to be afraid of them finding out. They can cancel all your immigration benefits retroactively (even after you have gotten the green card or even naturalized) if they ever discover that you've lied to them. Keep that in mind, all it takes is one disgruntled person to tip them off. You should of course discuss this with a lawyer.

Delaware

There's no reason whatsoever to register your LLC in DE if you're a US resident or physically doing business in the US. When you are bigger, looking for investors or want to go IPO - then it might make sense. But then it will not be a LLC, it will be a corporation. You should of course discuss it with a lawyer.

CA

("web-based" doesn't really exist - you'll be doing some management/decision making/development/maintenance/whatever else work, won't you? From home, right? So that's where the LLC is doing business)

Since you're going to become CA resident and your LLC will be based in CA - you'll have to have it registered in CA and pay the notorious LLC fee of $800 and income tax on gross proceeds. Welcome to California. To the best of my knowledge there's no way to avoid it other than just ignore the FTB and not pay them, but that would be against the law and they're known for coming after people that do that, so don't count on slipping under the radar.

If you register your LLC in another State (like Delaware) - you'll have to also register it in CA as a foreign entity (doesn't change anything wrt fees, except that for foreign entities there might be slightly higher registration fees). If you only register in CA - you avoid maintaining registration in more than one State, paying double fees, double registered agents, etc.

Check everything with a lawyer, if you're not sure, but registration in CA would be "playing safe".

Address

Now to the actual question - what address to write in the forms. The answer is that no-one really cares. Just make sure its an address where you collect the mail from and where you can be found. The official letters (=lawsuits) will go to the agent of service anyway. Technically it should be the actual address where your business is located, and you can update it when you move.

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Check this one, this two.

answered Jun 17 '13 at 14:22
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Littleadv
5,090 points
  • Thank you so much for the very detailed answer. Yes, I am on my F1 visa but I am legally (without hiding) allowed to work for my startup on my OPT (EAD) which I have already obtained. Just the final setting up is needed. I was debating whether to register in DE or CA and that decision I will probably do some more research and then finalize. You have answered my question pretty well and I really appreciate your help. – Ayrton Senna 7 years ago
  • I'm not sure you can be self employed on OPT EAD, but I'll leave it to you to figure it out. – Littleadv 7 years ago

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LLC Location Legal