llc, massachusettsMy startup is currently a foreign entity C-Corp (in MA), which I’d like to create a new domestic LLC (in SC) and eventually dissolve the foreign entity later this year.
Update: In “Do you need a new EIN?” it mentions:
You will be required to obtain a new EIN if any of the following statements are true.
A new LLC with more than one owner (Multi-member LLC) is formed under state law.
A new LLC with one owner (Single Member LLC) is formed under state law and chooses to be taxed as a corporation or an S corporation.
A new LLC with one owner (Single Member LLC) is formed under state law, and has an excise tax filing requirement for tax periods beginning on or after January 1, 2008 or an employment tax filing requirement for wages paid on or after January 1, 2009.
So, this looks like it is a clear “Yes“…
Update: (Thanks @littleadv) I came across the forms to first port to a domestic c-corp, then to convert from a c-corp to LLC which have combined fees of $245.
Can I use the same EIN or do I need to request a new one?
EIN is per entity, so if you’re creating a new entity, you’ll need to request a new EIN for it.
In SC, scbos.gov is preventing me from using the same name as the foreign entity (i.e. “Foo Inc” and “Foo LLC”). Can I temporarily create “Foo SC LLC” and after dissolving “Foo Inc” rename “Foo SC LLC” to “Foo LLC”? Or is there another way to handle this?
You’ll have to verify with SC Secretary of State, but generally you cannot take a name of an existing or defunct company, for at least certain period of time. Talk with SC incorporation attorneys, you may be able to work around this using some legal tricks. One of them that I’m aware of is that you can transfer the company into the State. If you have a C-Corp registered in another State, you can transfer it to SC from that State. Check the States’ laws about how exactly to do that.
There are significant tax implications to what you’re trying to do which may bite you if you’re not aware and prepared to them. Talk to a tax adviser (EA/CPA licensed in SC/MA/wherever else you operate).
All content is licensed under CC BY-SA 3.0.