What is Article of Incorporation for a Nevada Corporation?

A Nevada Corporation can be formed by one or more persons and will be legally recognized only when a business entity takes necessary steps to incorporate while following the corporate law (2010 Nevada Code-Chapter 78 Private Corporations). You can incorporate a business by filing the “Articles of Incorporation”. What are the Nevada articles of incorporation?

What Information is Included in an Article of Incorporation?

A Nevada Corporation can be formed by one or more persons and will be legally recognized only when a business entity takes necessary steps to incorporate while following the corporate law (2010 Nevada Code-Chapter 78 Private Corporations). You can incorporate a business by filing the “Articles of Incorporation”. What are the Nevada articles of incorporation?

• Name of the corporation – If you are planning to file Nevada articles of incorporation then your business entity requires a name. The corporate name should be distinguishable from any other names that exist in the records of the Secretary of State. The name of a corporation and the requirements are governed by 2010 Nevada Code, NRS 78.039. A corporate name should contain words such as “Incorporated,” “Company,” “Limited,” and abbreviations like “Inc.,” “Ltd.,” or “Corp. You can reserve the name of your business for a period of 90 days using the Name Reservation Request Form pursuant to 2010 Nevada Code, NRS 78.040.
• Registered Agent – You will be required to provide the name and physical address of your registered agent in the Nevada articles of incorporation. The appointment of a registered agent in the state is governed by 2010 Nevada Code, NRS 77.310. It important to note that failure to maintain a registered agent in the state of Nevada, can lead to revocation or dissolution of the business entity. A registered agent in Nevada protects businesses by receiving legal notices from the state.
• Shares of Stock – One of the important information that a business entity is required to provide in the Nevada articles of incorporation is the number of shares a corporation is authorized to issue. If a business corporation is authorized to issue more than one class or series of stock, then the business will have to include information pertaining to those series and classes, including the number of shares in each series or class. The board of directors of a corporation is responsible for determining and fixing this information through a resolution. The information should be pursuant to NRS 78.195 and 78.196.
• Business Purpose – A business entity need to provide information related to their business purpose. Business purpose in Nevada articles of incorporation can be classified as either general purpose or specific purpose. There are also certain limitations on incorporation pursuant to NRS 78.020.
• Directors/Trustees – According to 2010 Nevada Code, NRS 78.115, the business of every corporation being registered in the state needs to be managed by a board of directors or trustees. A corporation will have to provide information regarding the names of each and every director/trustee in the Nevada articles of incorporation. It is important to note that the directors/trustees should be a natural person and should be at least 18 years of age.
• Incorporator – A business requires incorporation if it is planning to be established as a C or S corporation. An incorporator is an individual, association, or corporation responsible for preparing and filing the Nevada articles of incorporation with the Secretary of the State. Nevada, like most other states requires the name of the incorporator, address, and signature in the articles of incorporation. It is important to note that if you opt for online incorporation then the incorporator is considered to be the representative of an incorporation service provider.
• Optional Provisions – One of the important aspects of the Nevada articles of incorporation is that it can contain optional provisions like providing information pertaining to the division or distribution of the profits of the private corporation. The clause of optional provisions is governed by 2010 Nevada Code, NRS 78.037

Form your Corporation in Nevada with IncParadise

If you have taken a decision related to forming a corporation then IncParadise can help provide the guidance and support required for drafting and filing of the Nevada articles of incorporation.

What is Nevada LLC Operating Agreement?

The salient aspect of a Nevada LLC operating agreement is that it clarifies, outlines, and strengthens the organizational structure of the organization. This agreement can only be adopted through unanimous written consent or unanimous vote of the members of the said LLC. The agreement can be in an electronic or tangible format and can be adopted prior to the filing of the articles of organization or even after pursuant to NRS 86.286. It is important to remember that an operating agreement has to be drafted by single member as well as multi-member LLC’s.

What Information does a Nevada LLC Operating Agreement Contain?

What does the Nevada operating agreement consist of? How does it help a Limited Liability Company in Nevada to manage its administrative or business functions? There are several aspects of the operating agreement that will throw an insight into it and the finer aspects are:

• Specific Information: A Nevada operating agreement normally contains specific information pertaining to the business entity or LLC like:
  • The registered name of the LLC pursuant to NRS 86.176
  • The date of formation in the state
  • Physical address of the business entity
  • The registered agent designated for service of process pursuant to NRS 86.236
  • The term of the Nevada Limited Liability Company
  • The process as well as rule for new members and those leaving the LLC
  • A list of existing managers in the LLC
  • A list of all members of the LLC
• Terms & Conditions: Once a Nevada LLC operating agreement has been drafted, the terms and conditions has to be agreed upon by the members for it to be legally binding.
• Defining Structure: Drafting of the operating agreement provides an opportunity for defining the overall structure related to the working or operations of the LLC along with the financial relationship with any of the LLC members.
• Other Information: The Nevada LLC operating agreement will contain information pertaining to the percentage of ownership of each member of the Limited Liability Company. It will also contain information regarding how the profit and loss is to be distributed, the responsibilities and rights of each LLC member as well as the provision for transfer or change of membership. The operating agreement will also include information related to areas such as list of member capital contributions and distributions.

Benefits of an operating agreement

Why should your LLC have an operating agreement? Are there any benefits?

• Member’s Liability: It is a known fact that a Limited Liability Company and its members are unique identities. Even then, there may be situations in which the members of the said LLC may be held accountable or liable for specific actions especially those related to debts and liabilities like business loans. In such a scenario, a creditor can go after the said member’s personal assets. This possible if the creditor can provide evidence to prove that the LLC was solely created for providing legal protection to the member. The best way to avoid such legal complication is by ensuring the LLC has laid out the expectation of each member clearly in the Nevada operating agreement.
• Resolving a Dispute: There can be a situation where-in disputes can arise between the different members of a Limited Liability Company. This is where an operating agreement can help resolve a dispute or ensure a dispute never takes place in the first instance. A Nevada LLC operating agreement explicitly cites the expectations of the members and lays emphasis on the rules and regulations to be followed by each member.
• Non-competes: One of benefits of drafting an operating agreement is that an LLC can be protected if a non-compete clause is inserted in the agreement. This will prevent members of the said Limited Liability Company from competing with the company. The non-compete has to be properly defined to be effective or enforceable.
• Dissociation and Withdrawal: A Nevada operating agreement when properly drafted can help in defining roles of each member of the LLC and can also resolve issues related to the dissociation or withdrawal of any member whose interests are not aligned with that of the business. You will not have to power to force out a member if reasons for such actions are not mentioned clearly in the agreement. Although, there are state laws on dissociation and withdrawal, it always pays to draft an agreement with these clauses.

Nevada as Tax-Free State

Nevada is considered one of the best states for registering new business or start-ups and this is more so because there is no corporate income tax. This of course doesn’t mean that there is no Nevada business tax.

Nevada Department of Taxation

The Department of Taxation of the State of Nevada is responsible for administering the collection of Nevada corporate tax or business tax. Their mission to ensure fair and effective administration of business tax programs in the state in accordance with NRS Chapter 363C, NAC 363C, and Senate Bill No. 497. The Department of Taxation aims to serve taxpayers including individuals and businesses by being committed to the highest standards of ethical conduct and professionalism.

• Sales and use taxes in accordance with NRS Chapter 372, 374 and 377
• Modified business tax (MBT) in accordance with NRS Chapter 363B and NRS Chapter 363A
• Real property transfer tax
• Estate tax in accordance with NRS Chapter 375A
• Real and personal property tax on interstate and inter-county companies in accordance with NRS Chapter 361

Nevada Corporate Net Income Tax Rate

There is no Nevada corporate tax although there is a “Business License Fee or Tax” of $500 that all corporations have to submit with the office of the Secretary of State. This license fee or tax has to be paid either during incorporation or annually on the last day of the anniversary month of incorporation.

Nevada Commerce Tax

The Commerce Tax is a type of annual Nevada business tax that is imposed on those businesses that exceed $4 million in gross revenue within the taxable year. This tax is levied on the “privilege” of engaging in business in this state. You will be required to file the “Nexus Questionnaire” with the Nevada Department of Taxation to register your business for Commerce Tax.

Nevada Personal Income Tax Rate

To have a low tax bill is what most businesses and individual’s desire and the best way to achieve that is to live and register your business in a state that has no income tax. Nevada is one of the 7 states in the nation that does not have any personal income tax.

Average Nevada Sales Tax Rate

Businesses benefit from the fact that there is no Nevada business tax or personal income tax but does that mean, the state doesn’t levy any taxes? It does. Nevada levies sales tax, which was first adopted as a general state sales tax in 1955. Apart from the state sales tax, there are local sales taxes and special district taxes that range from 0 – 3.665 percent. The combined sales tax rate in Nevada currently range from 4.6 to 8.265 percent and this is dependent on the location of the sale like Winchester, Nevada has 4.6% tax rate while Crystal Bay, Nevada has 8.265% tax rate.

• A business has a physical office or a place of business
• The business has a warehouse that is holding tangible goods
• The business has an employee present in Nevada
• If the business delivers merchandise in the state using vehicles
• If the business owns real or personal property
• If the business has independent contractors in Nevada

Since there is no Nevada corporate tax, the sales tax is applicable for businesses and is levied on the sale of tangible goods as well as specific services. This tax is normally collected by the business that is selling goods or services and it is remitted to the Department of Taxation.

Introduction – Why California?

Why move your business to California? The state is economically strong with a Real Gross Domestic Product (GDP) of $2.7 trillion and is home to 49 Fortune 500 companies. The world’s fifth largest economy has most of its economic activity centred along the coast with the Bay Area ranking 19th in the world. There are over 3.5 million small businesses that have access to the two largest seaports in the nation. Most business owners think of moving LLC to California because of the infrastructural support the state provides like one of the most active international cargo airport along with a wide variety of business incentive programs.

• Tax Credits: One of the biggest benefits of moving corporation to California is that the state offers a wide variety of tax credit programs. Depending on the type of tax credit program and qualification criteria, businesses can enjoy tax credit on areas like qualified wages, qualified expenditures, Community Development, Research, rehabilitation or construction of low-income housing, employment creation, retention of employees, and economic impact of business projects. Some of the popular tax credit programs include New Employment Tax Credit, California Competes Tax Credit also known as “Cal Competes”, and California Research and Development Tax Credit.
• Tax Exemption and Exclusions: If you are moving LLC to California then your business can benefit from the different “Tax Exemption” programs being offered by the state. These exemption programs can be classified according to different industries or areas of business like the Manufacturing and R&D Partial Sales and Use Tax Exemption and the CAEATFA Sales and Use Tax Exclusion. The sales and use tax exemptions are also applied according to categories like Health Related industries or businesses, Housing, Alternate Energy, Food and Food products, Transportation Related Industry, and Entertainment Industry among others.

Steps to Move a Corporation to California

California provides just the perfect platform for businesses but if you are thinking of moving corporation to California then it is important to be aware of the ways you can successfully do so.

The Registration Options

It is important to identify the options for moving Corporation to California. There are 3 options to choose from:

• Register as a Foreign Corporation: If you want to continue your business in the state of formation and at the same time you want to register in California then this is the option. You will be required to register your business as Foreign Corporation pursuant to 2007 California Corporations Code-Chapter 21, Section 2100 – 2117.1.
  There can be extensive paperwork as you will have to file Annual Report in your home state and “Statement of Information” in California. You will also be required to file the following documents in order to initiate moving corporation to California:
  • File an application for registration also known as “Statement and Designation by Foreign Corporation” pursuant to 2007 CA Codes, corp: 2101 and 2105.
  • Submit a “Certificate of Good Standing” issued by the government agency in home state
  • Mail Submission Cover Sheet
• Dissolve home Corporation and Form New Corporation: If your home state doesn’t allow domestication or conversion then this will be a valid option. Moving corporation to California after dissolving home corporation means that you will have to form a new business entity in the state. It is also important to know that liquidation or dissolving your business entity may lead to income taxes being incurred by the corporation and its shareholders. The documents required to process the incorporation with the California Secretary of State are:
  • Depending on the type of Corporation like General Stock Corporation or Professional Corporation, you will have to file “Articles of Incorporation” pursuant to CA Corp Code § 202 (2016).
  • Mail Submission Cover Sheet
  • Certificate of good standing from California
  • Registration of Business Name
• Form a New Corporation in California and Merge Old Corporation: One of the ways of moving corporation to California is through reorganization, which is a tax-free process. Through this process, you can form a new corporation in California and merge your existing or old corporation with the new corporation pursuant to CA Corp Code § 1100 (2016).An agreement of merger has to be approved by the board of both corporations. You will be required to file specific documents to initiate the merger and they are:
  • Depending on the type of merger, you will have to submit the Short Form Merger – Certificate of Ownership, Merger By Agreement of Merger, or Triangular Merger
  • Mail Submission Cover Sheet
  • Certificate of Surrender – for foreign corporations

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Steps to Move an LLC to California

Moving LLC to California to benefit from the various tax incentives and other business incentive programs is a good decision but how do you move your LLC? Do you need to form a new LLC or can it continue as the existing entity? Let’s take a look at the options offered by the state of California.

The Registration Options

It is important to identify, how you would want to register your business identity. There are 4 options to choose from:

• Register as a Foreign LLC: One of the ways of moving LLC to California is to register your business as a Foreign LLC pursuant to CA Corp Code § 17450-17457 (through 2013 Leg Sess). If you choose this option then you will be able to continue your LLC in your home state while operating as a foreign LLC in California. A foreign LLC is required to file Statement of Information in California and an Annual Report in the home state. A foreign LLC will be required to file the following documents with the California Secretary of State:
  • Application to Register a Foreign Limited Liability Company pursuant to CA Corp Code § 17451 (through 2013 Leg Sess)
  • A Certificate of Good Standing from an authorized public official from the home state
  • Mail Submission Cover Sheet
• Liquidate home LLC and Form New LLC: One of the options for moving LLC to California is liquidating LLC in home state and forming a new LLC in California. The formation of a new LLC is governed by 2012 California Codes, CORP – Corporations Code, Titile 2.5 – Limited Liability Companies. One of the benefits of this option is that dissolving your LLC in home state will not entail any federal tax consequences. The documents required to process the formation with the California Secretary of State are:
  • You will have to file “Articles of Organization” pursuant to CA Corp Code § 17051 (through 2013 Leg Sess)
  • Mail Submission Cover Sheet
  • Registration of Business Name
• Form a New LLC in California and Merge Old LLC: This is another option through which you can maintain your LLC in the home state as well as California. This process of moving LLC to California will require you to form a new LLC in the state and then merge it with your existing LLC. There will be no immediate tax consequences and this merger would be seen as a continuation of the home state LLC. You will be required to file the following documents:
  • An approved “Agreement of Merger” pursuant to CA Corp Code § 17551 (through 2013 Leg Sess)
  • Certificate of Merger pursuant to CA Corp Code § 17552 (through 2013 Leg Sess)
  • Mail Submission Cover Sheet
• Form LLC in California with Members from old LLC: The process of moving LLC to California using this option involves forming a domestic LLC in California, which should have members that contribute membership interests from the LLC registered in the home state.

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Move Your Business to California with IncParadise

Whether you are thinking of moving corporation to California or a Limited Liability Company, the benefits are many including business incentive programs, tax abatement programs, and funds and grants for small businesses. Moving your business entity related to formation, conversion, merger etc., can be a daunting task and even the smallest error can delay business entity registration.

Introduction – Why Delaware?

What makes this state a popular destination for registration of start-ups and for moving Corporation to Delaware? Today, 67.2 percent of Fortune 500 companies are based out of Delaware and almost 1.4 million legal entities were incorporated in 2018. The number of LLC’s formed in 2018 was 157,142 as compared to 128,852 in 2016 and 44,669 corporation in 2018 as compared to 40,253 in 2016. This is not all, Forbes ranks Delaware #5 when it comes to business costs and the economic growth was at an annual rate of 5.7 percent in 2017, which is faster than the growth rate of the nation at 3.4%.

• Favourable Tax Shelter: Moving Corporation to Delaware or an LLC comes with several benefits as this state is considered to be one of the most favourable tax shelters in the nation. An analysis by New Jersey Business and Industry Association revealed that the state of Delaware had the lowest sales tax rate (zero) in May 2018. Some of the benefits include:
  • There is no sales tax in the state of Delaware
  • The state does not levy corporate tax on any interest
  • A holding corporation in the state that has equity investments or fixed-income investments, will not be taxed on the gains on a state level
  • The state doesn’t have any personal property tax
  • Real estate property tax is applicable on the county level but it is very low as compared to other states
  • The state doesn’t have any value-added taxes (VATs)
  • Delaware doesn’t have any inheritance tax or stock transfer taxes
• The Judicial System: One of the greatest benefits of moving Corporation to Delaware is the judicial system. It is different from any other judicial system in the country and is referred to as the Delaware “Court of Chancery”. This court of equity allows the state of Delaware to adjudicate any corporate litigation. The court can provide guidance and help with litigation for businesses incorporated in Delaware.
• State Incentive Programs: Whether you are moving LLC to Delaware or a business corporation; the state offers a wide range of tax and other incentive programs that businesses can leverage from. Some of the top programs include New Business Facility Tax Credit, New Economy Jobs Tax Credit, Research and Development Tax Credit, Green Industries/Brownfield Tax Credit, Delaware Capital Access Program, State Small Business Credit Initiative Participation Loan, EDGE Grants, Delaware Manufacturing Extension Partnership, and New Business Facility Corporate Income Tax Credit among others.

Steps to Move a Corporation to Delaware

If you are thinking of moving Corporation to Delaware, what are the possible options for moving your business to this state?

The Registration Options

It is important to identify the options for moving Corporation to Delaware. There are 3 options to choose from:

• Register as a Foreign Corporation: One of the ways of moving Corporation to Delaware is to register your business as a Foreign Corporation pursuant to TITLE 8, Chapter 1- Subchapter XVI of the Delaware Code. This option will help you to continue your corporation as it is in your state of incorporation as well as register as a foreign corporation in Delaware. It is important to note that you will be required to file annual report in your home state and “Annual Franchise Tax Report” in Delaware. If you are planning to register as a foreign Corporation then you will be required to file the following documents with the Delaware Division of Corporations:
  • Qualification Certificate of a foreign corporation pursuant to Delaware Code § 371
  • A Certificate of Existence that is dated within six months prior to filing of the Foreign Qualification Certificate
• Dissolve home Corporation and Form New Corporation: This option of moving Corporation to Delaware is applicable if your home state doesn’t allow domestication. The formation of a new corporation is governed by Title 8, Chapter 1 § 101-§ 116 of the Delaware Code. If you dissolve your corporation in the home state then you will be required to apply for a new Tax ID number in Delaware. The documents required to process the incorporation with the Delaware Division of Corporations are:
  • Depending on the type of Corporation like Stock Corporation or Non-Stock Corporation, you will have to file a “Certificate of Incorporation” pursuant to 8 Del. C. 1953, § 102.
  • Certificate of good standing from the existing state of the business entity
  • Registration of Business Name
  • State Business License Application
• Form a New Corporation in Delaware and Merge Old Corporation: If your business is registered in another state or the business entity is considered as a foreign entity then you can form a new Delaware corporation and then merge your existing entity from home state. The requirements for a new corporation in Delaware will be through filing a Certificate of Incorporation. In order to facilitate moving Corporation to Delaware through this option will involve filing merger documents with the Delaware Division of Corporations like:
  • Certificate of Merger of Foreign Corporation into DE Corporation pursuant to 8 Del. C. 1953, § 252
  • Filing Cover Memo

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Steps to Move an LLC to Delaware

Moving LLC to Delaware to benefit from the various tax incentives and other business incentive programs is a good decision but how do you move your LLC? Do you need to form a new LLC or can it continue as the existing entity? Let’s take a look at the options offered by the state of Delaware.

The Registration Options

It is important to identify, how you would want to register your business identity. There are 4 options to choose from:

• Register as a Foreign LLC: One of the ways of moving LLC to Delaware is to register your business as a Foreign LLC pursuant to Title 6, Chapter 18 of Limited Liability Company Act – Subchapter IX. Through this option, you will be able to continue your LLC as it is in your home state and also operate as a foreign LLC in Delaware. The good news is that a foreign LLC is not required to file any annual report although you will be required to pay an annual tax. If you are planning to register as a foreign LLC then you will be required to file the following documents with the Delaware Division of Corporations:
  • Certificate of Registration of Foreign Limited Liability Company pursuant to 68 Del. Laws, § 18-902
  • Certificate of Existence that should be dated within six months prior to the filing date of the Certificate of Registration
  • Filing Cover Memo
• Dissolve home LLC and Form New LLC in Delaware: This option of moving LLC to Delaware is applicable if your home state doesn’t allow domestication or conversion. The formation of a new LLC is governed by Title 6, Chapter 18, of the Limited Liability Company Act. One of the benefits of this option is that dissolving your LLC in home state will not entail any federal tax consequences. The documents required to process the formation with the Delaware Division of Corporations are:
  • You will have to file Certificate of Formation of a Limited Liability Company pursuant to 68 Del. Laws, § 18-201
  • Filing Cover Memo
  • Registration of Business Name
• Form a New LLC in Delaware and Merge Old LLC: What if you want to keep your existing LLC and also want form a domestic entity in Delaware? Is it possible? Yes. In such a scenario, you can form a new LLC in the state and then merge your existing LLC (treated as a foreign LLC). In order to facilitate moving LLC to Delaware through this option will involve filing merger documents with the Delaware Division of Corporations like:
  • Certificate of Merger or Consolidation of Foreign Limited Liability Company into Delaware Limited Liability Company pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act
  • Filing Cover Memo
• Form a New LLC in Delaware and Merge Old LLC: Form an LLC in Delaware: The final option is to form a domestic LLC in Delaware in accordance with Section 18-201 of the Limited Liability Company Act of the State of Delaware. In order to enable moving LLC to Delaware the existing or the original LLC members or owners can contribute membership interests to the new LLC

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Move Your Business to Delaware with IncParadise

The state of Delaware offers several advantages and benefits to LLC’s, Corporations, and other forms of businesses. If you plan on moving LLC to Delaware or your corporation then the processing related to the moving, conversion, or formation of the business entity can be quite complicated and cause inconvenience. This is where you need experts to ensure the entire process is organized and smooth.

Introduction – Why Texas?

Thinking of moving Corporation to Texas? Why do businesses prefer to move to the Lone Star State? Texas is one of the few states that take pride on providing the perfect platform for small and medium sized enterprises (SME’s). This “right to work” state has witnessed a real GDP growth of 7.3 percent in 2018 as compared to -0.2 percent in 2016. Some of the industries that have made maximum contribution to the GDP include finance, insurance, real estate, rental, and leasing with $226.52 billion. Who wouldn’t want to be a part of such a thriving economy?

• Pro-Business Tax Climate: Texas offers a highly competitive tax climate along with other incentives for the overall benefit of different types of businesses. At the end of the day, these tax benefits are targeted at boosting growth as well as the bottom line for those moving LLC to Texas. Some of the salient aspects of the tax benefits include:
  • There are no corporate or personal income tax
  • There are different types of sales tax exemption applicable for businesses especially on machinery and equipment
  • If you are moving Corporation to Texas then you can enjoy franchise tax exemption if you are a seller, manufacturer, or installer of any type of solar energy devices.
  • A business will be able to keep more profit made by the company due to low taxes.
  • Businesses will be able to use lack of personal income taxes as an incentive for hiring purposes.
  • The Texas Economic Development Act, Tax Code Chapter 313 encourages different types of businesses and projects including research and development, large-scale manufacturing, and a variety of investment projects
• State Incentive Programs: Whether you are moving LLC to Texas or a business corporation; the state offers a wide range of incentive and funding programs that small as well as medium sized businesses can leverage from. Some of the top programs include Texas Enterprise Fund (TEF), State Sales and Use Tax refunds, Texas Capital Fund Infrastructure Development and Real Estate Programs (INFRA/RE), Exempt-Facility Bonds, Tax-Exempt Industrial Revenue Bonds, Product Development and Small Business Incubator Fund, collectively (PDSBI), Freeport exemption, Goods-in-Transit Incentive, and Renewable Energy Incentives among others.

Steps to Move a Corporation to Texas

Are you thinking of moving Corporation to Texas? You are probably wondering what the process is for moving your business to this state. Let’s look at the registration options you have.

The Registration Options

It is important to identify the options for moving Corporation to Texas. There are 3 options to choose from:

• Converting a Foreign Corporation to a Texas Filing Entity: If your business is registered in another state or the business entity is considered as a foreign entity then you can convert or “re-domesticate” the foreign entity to a Texas corporation. You will be required to adopt a “plan of conversion” complying with Texas Business Organizations Code BOC §10.103. In order to facilitate moving Corporation to Texas through this option will involve filing of the following documents with the Texas secretary of state:
  • Certificate of Conversion pursuant to Texas Business Organizations Code-BOC § 10.154
  • Certificate of formation for the converted Texas entity
  • Certificate of account status from the Texas Comptroller of Public Accounts that indicates that the converting business entity is in good standing
• Dissolve home Corporation and Establish New Corporation: If your home state doesn’t allow domestication, moving Corporation to Texas or conversion to a Texas business entity then this option is valid. You will have to apply for a new Tax ID number in this state to transact. There are different types of documents that you will be required to file with the Texas Secretary of the state and they are:
  • Depending on the type of Corporation like For-Profit Corporation or Professional Corporation, you will have to file a “Certificate of Formation” pursuant to Titles 1 and 2 of the Texas Business Organizations Code (BOC).
  • Certificate of good standing from the existing state of the business entity
  • Registration of Business Name
  • State Business License Application
• Register as a Foreign Corporation: One of the ways of moving Corporation to Texas is to register your business as a Foreign Corporation pursuant to 2005 Texas Code – Business Corporation Act, Article 8.01 – 8.05. This option is aimed at helping you in continuing the business corporation in the current state of incorporation. It is important to note that you will be required to file annual report or Public Information Report in both Texas and your home state. If you are planning to register as a foreign Corporation then you will be required to file the following documents with the Secretary of State:
  • Application for Registration of a Foreign For-Profit and Professional Corporation also known as the “certificate of authority”
  • A declaration that the said corporation is in good standing

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Steps to Move an LLC to Texas

If you plan moving LLC to Texas that has been formed in another state to Texas then there are several benefits that the LLC will enjoy. The LLC will be able to take advantage of the favourable business laws and tax structure of the state. Let’s take a look at the options you have.

The Registration Options

It is important to identify, how you would want to register your business identity. There are 3 options to choose from:

• Converting a Foreign LLC to a Texas Filing Entity: If your business is registered in another state or is considered to be a foreign entity then what are your options? One of the options is to “re-domesticate” or convert the foreign LLC to a Texas LLC. You can opt for this by adopting a “plan of conversion” that complies with Texas Business Organizations Code BOC §10.103. In order to facilitate moving LLC to Texas using this option, you will be required to file the following documents with the Texas secretary of state:
  • Certificate of Conversion pursuant to Texas Business Organizations Code-BOC § 10.154
  • Certificate of formation for the converted Texas entity pursuant to 2005 Texas Business Organizations Code, § 101.051
  • Certificate of account status from the Texas Comptroller of Public Accounts that indicates that the converting business entity is in good standing
• Register as a Foreign LLC: There is another option for moving LLC to Texas and that is to register your business as a Foreign LLC in Texas pursuant to Chapter 112 of the Business & Commerce Code. This option will help you continue the LLC in the state it was originally registered as well as Texas. This also means that you will be required to file annual reports or public information reports in both Texas and your home state. If you are planning to register as a foreign LLC then you will be required to file the following documents with the Secretary of State:
  • Application for Registration of a Foreign Limited Liability Company pursuant to 2005 Texas Business Organizations Code, § 101.462
  • Notification Statement for “out of state” business entities pursuant to Chapter 112, Business & Commerce Code
• Dissolve home LLC and Form New LLC in Texas: If your home state doesn’t allow domestication or conversion, moving LLC to Texas is one of the best options. In such a scenario, you will be required to apply for a new Tax ID number in Texas. The formation of the new LLC will be governed by Title 3, chapter 101 of the Texas Business Organizations Code (BOC). There are different types of documents that you will be required to file with the Texas Secretary of the state to initiate new LLC formation and they are:
  • You will have to file a “Certificate of Formation” pursuant to Titles 1 and 2 of the Texas Business Organizations Code (BOC).
  • Registration of Business Name
  • State Business License Application

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Move Your Business to Texas with IncParadise

If you have taken a decision related to moving LLC to Texas then it may be quite the hard work to ensure that you are filing all the right documents. If you are feeling overwhelmed then we are right here just for you! IncParadise will ensure that you are able to move your business to Texas with ease. We will guide you with our expertise, knowledge, and commitment so that your business can reach its intended potential in Texas.