Best State to Form an LLC
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- Опубликовано: 21 июл 2024
- As a business attorney, a common question from my clients is "what is the best state to form an LLC?" This video will let you know where to set up your LLC from both a fee and an asset protection perspective.
This video explains (i) what are the top 3 best states to form an LLC, (ii) out of those 3, what is my choice as the best state to form an LLC, and (iii) what should you do about your home state or the state in which you do business? It is important that you form your LLC in the right state to maximize asset protection, both with regard to your personal assets and your LLC's assets.
00:00 Introduction - Best State to Form LLC
00:12 Why Not Home State?
01:22 Top 3 States for Your LLC
01:52 Goal #1: Protect Your Personal Assets from LLC Liability
02:50 Single Member LLCs at Risk in Many States
03:27 Top 3 States Best for Single Member LLCs
03:51 Goal #2: Protect LLC Assets Personal Liability of Member
04:46 Charging Orders Explained
07:11 Goal #3: Keeping Members Anonymous
07:52 Discussion: Which State is Best out of Top 3?
12:49 What To Do in Home State / Business State
It's important to follow certain steps after you form a Limited Liability Company to ensure liability protection and personal asset protection. To learn more about the other 5 primary steps with 5 additional tips for after you set up your LLC, go here: • What To Do After Formi...
If you want a very high quality attorney-drafted Operating Agreement (and/or other contracts and forms), note that a related company of mine is offering them at a fraction of the price you'd pay an attorney. Go here to learn more (and receive a 10% discount): www.attorneydrafted.com.
If you need a virtual office address so you can have a professional address outside your home, this company is in almost all states (and some other countries as well): bit.ly/AllianceVirtualOffices (affiliate)
If you want more details on what should go into your LLC Operating Agreement, go here:
• What to Include in You...
If you want a free template Operating Agreement, I have a video walkthrough on how to create an Operating Agreement for free here: • Operating Agreement fo... .
If you have not yet set up an LLC, the link to my video on "How to Form an LLC (Limited Liability Company)" is:
• How to Create an LLC I...
If you are not yet sure what entity is best for you, here is the link to my video on how to choose the best entity for your business:
• LLC vs S-Corp vs C-Cor...
If are doing business in California and you prefer to have an attorney form your entity or draft your contracts, feel free to reach out to me via my website: www.chrisjacksonlaw.com.
Thank you!
Best regards,
Chris Jackson
@cjlawvideos
//BIO//
Hi, I'm Chris Jackson. I have over 25 years of experience as a business attorney. I'm also an entrepreneur who has owned, managed and sold at a significant profit multiple franchise coffee houses. In addition, I have finance and operational experience as a Chief Operating Officer (COO) of a large company.
//DISCLAIMER//
Disclaimer: Note that nothing in this video is intended to create an attorney-client relationship. This video and my channel are for general information and entertainment purposes only and should not be construed or relied upon as legal or tax advice (generally or specifically). You should not act or rely on any of the information contained herein without seeking professional legal advice.
#limitedliabilitycompany #llc #assetprotection
I hope you enjoyed the video. Let me know if you have any questions or comments, thanks! For more information related to LLCs (and S Corps and C Corps), visit my channel here:
ruclips.net/channel/UCh-xmIMrn_SM3yax85O9U6A
Thank you for watching!
Hi Chris! Thank you so much for your informative video. I learned so much. I am looking to set up an LLC in California but do not want to be subjected to the $800 annual fee. If I were to set up a Wyoming LLC, am I able to do business in California as a foreign entity and will I be exempt from CA's annual fee? Also, on another note, since I am also interested in setting up a trust, should I just start a Wyoming Trust which then comes with an LLC?
@@indegenous78 Hi. Thank you for your kind words. Unfortunately, once you qualify your WY LLC to do business in CA, your foreign LLC (WY LLC) will be subject to the CA $800 minimum franchise tax. I have videos on how to form LLCs in either WY or CA if you are interested. I prefer WY for the reasons set forth in this video, but you'll have to pay a little bit more in fees (in both WY and CA). You can start with a trust as the member or transfer the LLC membership interest into a trust later. Hope that helps, but let me know if you have other questions. Thank you. Best regards, Chris
Thank you for making this! Very useful
You are welcome and thanks for watching! Best regards, Chris
Exactly the information I needed with immeasurably valuable summations, THANK YOU🤝💥💥.
Thank you Alyssa. That is a very nice compliment! I'm glad you found it useful, and I wish you and your business all the best. Best regards, Chris
Hello Chris, I'm a Brazilian corporate/business lawyer, and recently I've found your RUclips channel.
It is a great way to understand the basics of how law works in the USA, and the differences and similarities with Brazilian law.
I know that it's only one tiny percentage of what it is, but now I have a minimum to continue to study more. Your videos are very clear and direct, what helps a lot. Thank you.
If you need anything from Brazil, feel free to ask. Have a great day.
Best regards.
Hi Tomas. Thank you for your compliment. I really appreciate it. It is always good to know a business attorney in Brazil, so thank you for reaching out to me! Best regards, Chris
A great LLC informative video Chris! Your experience as a business attorney gives credibility to what you recommend. Also, I think Jacks has your back and endorsement about forming a Wyoming LLC. Thanks again!
I really appreciate your kind words, thank you. Yes, it is good to have Jax on my side (or behind me on the chair). He's the real star of my channel. Which reminds me, it's time for his walk. Have a great day! Best regards, Chris.
This video was so super helpful OMG thank you 🙏🏽🙏🏽 for the break down. I have a better idea of how I need to structure everything. Thx Chris
Thank you for the kind words, and I'm glad it was helpful! I have other videos on how to form an LLC once you are ready for that step. If you have any questions, please let me know. Best regards, Chris
This is fantastic information. Brilliantly broken down..wow!!!. My ultimate package will be to have two WY LLCs (WY1 =Holding) and WY2 LLC will be owned by WY1, then I will qualify WY2 to do business in another state where the real estate exists as a Foreing entity. Thank you for the gems shared. This is what you pay these so called internet gurus thousands for.
Hi: Thank you for those very kind words -- they're much appreciated! And, I like your plan. Go get 'em. FYI, I have a video on how to form an LLC in WY. Here is the link: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
Let me know if you have any questions. Best regards, Chris
Love the dog 😊
Thank you. And, yes, everybody knows he's the star of my channel! Best regards, Chris
Chris, thank you SO much for doing these videos on forming LLC’s - particularly WY! Your explanations are simple, matter of fact, and (somewhat) easy to understand. Also, canNOT thank you enough for taking the time to thoughtfully respond to those of us with questions - makes all the difference in the world! Can’t even tell you… My question is, is there any specific process we need to take when setting up a WY holding LLC to make sure that it “owns” the other LLC’s we have in different states, so that we don’t run into the problem you laid out in your example with CA? My situation - I live in Los Angeles but I intend to invest in rental property in both Missouri and Florida, which I have learned both have “weak” charging orders where the charging orders are NOT the exclusive remedy. Thus, it was recommended to me to set up a Wyoming LLC for that very reason. I intend to create separate MO and FL LLC’s, one in each state (which is what I did with my property in Texas), but do I need to do anything specific to make sure that the WY LLC “owns” the Missouri LLC to maximize protection (and later Florida)? Thank you so much!
Thanks for your great questions, and I look forward to chatting with you about them. Best regards, Chris
Wow Thank you
You're welcome - glad you liked the video. Let me know if you have any questions! Best regards, Chris
Hi Chris, I am new to having / creating an LLC and my main objective is to create business create thru the LLC to have capital and invest in a California business or investment property ( rental or flip ) also I am a license Realtor here in California. Thank you and I did subscribe.
Thank you for watching and for your comment. Let me know if you have any questions, and note that I have videos on how to form LLCs in WY, CA and elsewhere. If you want to reach out to me, feel free to do so via my website: www.chrisjacksonlaw.com. Thank you. Best regards, Chris
@@cjlawvideos is this an auto response? I don’t get a reply for my question.
@@jjrjdc Hi. I'm sorry. I thought your question was about how to create an LLC. If it is about how to structure the LLC(s), I can't give legal advice without getting retained, but here are some general options (from least to most asset protective, and also from least to most expensive):
1. Form a CA LLC only. I generally don't recommend this for my clients as CA makes it easier than WY to "pierce the veil" of LLC protection, especially for single-member LLCs. However, this is the least expensive and simplest option.
2. Form a WY LLC that qualifies to do business in CA. This would generally be my advice at a minimum.
3. Form a WY LLC as a holding company which you own, and have that WY LLC own a subsidiary CA LLC which would be the operating entity. I generally recommend this option if your LLC will own real estate or have other potential sources of liability.
4. Form a WY LLC as a holding company which you own, and have that WY LLC own another WY LLC which is the operating entity. Then, have that subsidiary LLC qualify to do business in CA. This is the most asset protective LLC structure in my view, but it is also the most expensive since the subsidiary LLC will have to qualify to do business in CA as well.
Here is a video on how to form a WY LLC on your own: ruclips.net/video/Zl-CxK7L6Hg/видео.html
Here is a video on how to form a CA LLC on your own: ruclips.net/video/LOtPM_b6JGU/видео.html
If I misunderstood your question, please let me know. Thank you. Best regards, Chris
Hi Chris,
Thank you for the great step by step videos. If we form a DE or WY LLC and own a real estate property in NC, what is the legalities and how should I structure it?
Thanks and keep up the good work. All the best.
Hi. Thank you for the kind words. I appreciate that!
While I can't give you legal advice without you retaining me, here are my general comments given that you will ultimately own real estate in NC, which is an expensive asset with potential liabilities associated therewith.
1. If you form your LLC in DE or WY, you have two options.
2. First option is to simply "qualify it" to do business in NC.
3. However, for the reasons I set forth in the video, given that you will own real estate, I would consider the second option, which is to also form an LLC in NC.
4. The second option is the ultimate asset protection approach, where you own the WY or DE LLC, and that LLC is the holding company / owner of the NC LLC. The NC LLC owns the rental property. This way a plaintiff in a lawsuit against your LLC would have to get through both the NC LLC and (for example) your WY LLC to get to you and your personal assets. That's very unlikely. Also, if you are sued personally, then it will be very difficult to get to your rental property asset in your NC LLC (which is owned by your WY LLC).
Note that if you want a tutorial on how to set up your WY LLC, go here: ruclips.net/video/Zl-CxK7L6Hg/видео.html
If you prefer DE, go here: ruclips.net/video/fBLlyzdeFGw/видео.html
Lastly, if you want my help doing some or all of the above, and drafting the Operating Agreement(s), feel free to reach out to me via my website: www.chrisjacksonlaw.com.
I hope that helped, and let me know if you have other questions! Thank you.
Best regards,
Chris
I live in CA and looking to start an LLC for wholesaling homes across the country. Looks like WY is my best fit. Thanks
HI Andre: Thanks for watching my video and for your comment. In case you need help forming your LLC in WY, here is a link to a video I made on that topic: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Also, since you are in CA, if you need any assistance, feel free to reach out to me at www.chrisjacksonlaw.com.
Thank you.
Best regards,
Chris
Thank you
I'm glad you found it helpful, and let me know if you have any questions. Thanks! Best regards, Chris
Great video Chris, thanks for sharing it - I have a couple of questions - what are the annual liabilities to keep the LLC in Wyoming? If I do business in other states, do I have to open another LLC in that state or use the same one from Wyoming? If so - how do I do that?
Hi Robert. I'm glad you liked the video, thank you! Note that, unless you have assets in Wyoming (e.g., real estate) worth over $300,000, then your annual report fee in WY is $60.
Regarding what you have to do in the states your WY LLC does business, here are my comments:
1. Each state has a different definition of what constitutes doing business in that state. If you have employees, an office, own real estate or otherwise do substantial business in a state, then you may have to "qualify" to do business in that state. If you don't qualify, then the primary penalty is usually that your LLC cannot sue someone in that state. For example, if your WY LLC owns a rental property in Texas and you want to evict the tenant, you need to first qualify to do business in TX. You'll need to evaluate whether to qualify based upon what's required by each state in which you do business.
2. The qualification process is easy and can be done via Incfile (or on your own or through another corporate services company). Here is the link to Incfile, and below is the link to my video on how to form a WY LLC: bit.ly/IncFileForLLC
3. The other option which I discuss in this video is having your WY LLC own an LLC that does business in a state other than WY. I like this for liability protection purposes primarily, and it is probably most useful if the LLC in the other state will own real estate, have a manufacturing facility, or otherwise have high exposure to liability. Whether you need it also depends upon the state and whether you need the best "charging order" protection against LLC assets (if you have concerns you will be personally sued and they will go after your LLC's assets).
Here is my video on how to set up your LLC in WY: ruclips.net/video/Zl-CxK7L6Hg/видео.html
I hope that helps! Again, thank you for watching!
Best regards,
Chris
Thanks Chris. Your explanation has so far been the most helpful, clear and objective I've been able to find on the Internet. I do have a question: If I have an local LLC (I live in MN) owning rental property and a WY LLC as its sole member, with myself and my wife behind the WY LLC as owners, what would be the easiest way to put me in a legal and convenient position for my day-to-day business? I assume I can be appointed an officer position in the operating agreement of my MN LLC, but I also read that this may require myself to take a reasonable salary that's subject to self-employment tax, which would eat into my profit. Can the operating agreement elect myself as, say, a "property manager" but also state that I don't take salary because I represent the sole owner which is the WY LLC which I'm an owner of? In that case would some clause be put in the WY LLC's operating agreement to reflect such arrangement? Thank you!
Hi. Thank you for watching and for your kind words ... I'm glad you are finding my videos helpful! I cannot give legal advice without being retained nor can I give tax advice, but here are some things to consider.
First, I am presuming that your WY LLC is taxed as a partnership since you own it with your wife (and MN is not a community property state). And, I suspect that your MN LLC is taxed as a sole proprietorship (as a single-member LLC with your WY LLC as the member). I make that presumption because real estate LLCs are the exception to the general rule that LLCs may want to be taxed as an S Corp. If the above is true, then you would not have to pay yourself a salary. Your income and your wife's income would come primarily from distributions of profits from the WY LLC. If not taxed as an S Corp, that means that you are subject to self employment income tax on all of said distributions. Again, I can't give tax advice, so confirm this with your CPA. If you need a good CPA who is reasonably priced, I can refer you to one (reach out to me via www.chrisjacksonlaw.com).
Second, your question about whether you can serve as the MN LLC's property manager is a good one. I was thinking that may be a way that you can charge your MN LLC fees and have your property-manager LLC taxed as an S-Corp (where you can pay yourself some salary but the rest would not be subject to self-employment tax). However, my understanding is that MN, like other states (e.g., CA), requires that property managers have a real estate license. With that said, if your MN LLC is manager-managed and there is a service as the manager (other than property-manager-related ) you can provide, it is worth asking that question of your CPA.
Hope that helps, and again, I recommend you seek local MN counsel to answer these questions along with your CPA. Best regards, Chris
Hi Chris, really enjoyed your videos and have found them very useful. Look forward to more. I have a couple questions.
1. Is there any difference in forming a WY LLC and a WY holding LLC? Or are they basically the same thing?
2. I intend to start an LLC in MI but not for rental properties. Would it still be advantageous for anonymity and charging order protection to create a WY LLC to own the MI LLC?
Hi Gregory:
I appreciate your kind words, thank you. Here are my answers to your questions:
1. A WY LLC can be just a standalone LLC (with no subsidiaries) or a holding company (owning other entities). If you chose to become a member of a WY LLC which owned your MI LLC (and perhaps other LLCs and/or corporations), then your WY LLC would serve as a holding company for the other entities.
2. I cannot give you legal advice without you retaining me, but it appears that the MI charging order protection allows creditors to have a charging order against distributions only (which is good). Whether you should take the extra step to create an additional layer of protection and anonymity by forming a WY LLC comes down to (i) your business type and the likelihood of being sued, (ii) the likelihood of being personally sued and the value of assets you want to protect in your LLC (though MI is pretty good here I believe), (iii) your need for anonymity (which WY is great for, as you know), and (iv) your tolerance for extra fees that a WY LLC would cost you.
I hope that helped, but if you have any other questions, please let me know. I wish you all the best in your business! Best regards, Chris
Hi Chris, could you possibly do a video explaining how to convert an LLC from one state to one of these three? Particularly if you don’t live in one of those three?
Yes, that's a good idea, thank you, as I get that question from time to time. Note that, generally speaking, this process is called "domestication" or "conversion" (depends upon the state) when you move your LLC from one state to another. Most states allow it (e.g., WY allows domestication, and DE/NV allow conversion). Here is a blog article about it for your reference: bizee.com/blog/domestic-llc-meaning
Thanks again for the video idea! Best regards, Chris
Awesome!
Thanks! Glad it was helpful. Best regards, Chris
Thank you for this video. It is so helpful. I have a silly question. If you form an LLC in WY but have another one in CA (I live in CA) how does that save on the annual costs bc you have to file annual returns for 2 LLCs?
Hi Anha: Thanks for your kind words and your question. If you have a WY LLC that does business in CA (e.g., pays you or otherwise does business in CA), you have two options.
First is you can have the WY LLC qualify to do business in CA. Second is, as you suggested, have the WY LLC own the CA LLC (which CA LLC is of course authorized to do business in CA).
The second option is best from a pure asset protection standpoint for the reasons I covered in the video. However, it will also mean you may have to pay your CPA a little extra if you use one. With that said, and I cannot give tax advice, so please confirm with your CPA or other tax advisor, but if your CA LLC is wholly owned by your WY LLC, then the tax return for both entities should be consolidated and not separate - again, please confirm this.
If you need a video on how to set up a WY LLC, I have one here: ruclips.net/video/Zl-CxK7L6Hg/видео.html. For a CA LLC, I have this one: ruclips.net/video/Euvk6rANC1o/видео.html
Let me know if you have any other questions. Also, since you are in CA, if you want to discuss further, feel free to reach out to me via my website: www.chrisjacksonlaw.com.
Thank you.
Best regards,
Chris
Hi Chris, just found you channel. Thank you for the info on your videos. We live in SC and consider doing our llc for being anonymous, etc. If we do our llc in a diff state, how do we open a business checking acct 🤔 Still able to have it with our usual credit union? Not sure how all this works?
Hi Christi: Thank you for the kind words and for watching my video! Note that, even if you set up your LLC in a different state, you shouldn't have any problem opening a bank account in your home state. You may have to qualify your out-of-state LLC to do business in SC, but you should confirm with your credit union. I don't see any issues, but if you run into one, please let me know!
For anonymity, I like WY and DE (and New Mexico). I have videos on how to set up LLCs in both WY and DE in case you are interested. Here is WY: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Here is DE: ruclips.net/video/fBLlyzdeFGw/видео.html
Good luck, and let me know if you have other questions!
Best regards,
Chris
Jax is the man
Thank you and agreed! Jax is the best part of my videos and everyone knows it (except Jax, because he's humble). Best regards, Chris
I really needed to hear this. How do I make my LLC in AZ be owned by my Wyoming LLC?? I liked the second strategy but can you make a video on how to marge the two LLCs?
Thank you for watching and for the kind words. I cannot give you legal advice, but I'll give you some options to consider and explore further with your local counsel and/or CPA.
You have a few options. You can set up a WY LLC that you own, and contribute your AZ LLC membership interests to the WY LLC (so long as the current ownership of the AZ LLC and what will be the ownership of the WY LLC will be the same). I will in fact be making a video on how to achieve a "Holding Company" structure like this (both initially and after-the-fact - as in your case). Also, a related company of mine will be providing both the structure and the agreements at a reasonable price (see www.attorneydrafted.com).
Another option is to "domesticate" your LLC from AZ to WY. This is something you may be able to do on your own, but I don't have a video on how to do this (yet). You can research this online (how to domesticate Arizona LLC to Wyoming). An additional option, which is a bit more complicated, is to merge your AZ LLC into a WY LLC, and have your WY LLC as the surviving entity. You should consult local counsel and your CPA on this option. Lastly, you can wind down your AZ LLC and start a WY LLC to operate in its place. However, this comes with the hassles of changing everything over to your WY LLC and potentially losing goodwill (e.g., name recognition, etc.). Same would be true with the merger option. NOTE that if the end result is you eliminate your AZ LLC, you will still likely need to qualify your WY LLC to do business in AZ. Hope this helps! Best regards, Chris
@@cjlawvideos Hi Chris, so happy I found your videos. Is there any downside to creating CA LLC initially, and then after one year of business, creating a WY LLC to become a holding company? Im starting very small and will not have any substantial exposure for the first year.
@@kyleborgful Hi. That's a great question. While it would normally be best to form the WY LLC that owns the CA LLC at the outset (for higher liability protection), you can always do it later once you have the business up and running (to save on fees, as you suggested). I can't give you legal advice without being retained, or tax advice period, but generally it should be fine so long as you make the owner of the WY LLC the same owner as the CA LLC before you enter into a Contribution Agreement contributing your CA LLC Membership Interest to the WY LLC. I will be making a video about how to do this, and a related company of mine will have a template Contribution Agreement in the near future at: www.attorneydrafted.com. I hope this helps! Best regards, Chris
Would you recommend using the wy llc as a holding company or more of a pass through to a hold llc? Also would you suggest having a seperate llc for offshore bank and/or hold? more particularly ireland or portugal. not sure entirely how things work there but apparently the banks are safer. only con i see is the high level of bureaucracy .
Hi Shawn: Generally, if you are ok with the extra fees (which are lowest in WY), I recommend having the WY LLC as the holding company with subsidiary LLC(s) in the state(s) in which you do business or hold real estate. I'm not an expert on offshore bank accounts, but I know that having an LLC in certain overseas jurisdictions as the holding company (or owner of the WY LLC holding company) may be even more protective (but will have additional bureaucracies as you mention). Note that having overseas bank accounts might raise the likelihood of audit (since you have to disclose on your tax returns).
Hi Chris,
Regarding the Ultimate Asset Protection Strategy, 1) current state LLC owns by WY LLC and 2) current state LLC owns property/assets.
How may I add the extra layer for best protection members and personal assets? I subscribed under my business name, ch. Thank you.
Hi:
I can't give you specific legal advice without being retained as your attorney, but in general I like the following approach:
1. You own a WY LLC.
2. WY LLC owns LLC in state(s) in which you do business (I'll call this the "Home State").
3. Home State LLC owns the property/assets.
This way, if the Home State LLC is sued for an issue stemming from property/assets/business, the plaintiff will have a difficult time "piercing the veil" of the LLC to get at your personal assets. Why? because the Home State LLC is owned by a WY LLC (not you), and the WY LLC makes it very difficult to pierce the veil to get to your personal assets. Essentially, the plaintiff would have to get through 2 LLCs to get to you, and WY makes that very difficult.
Also, if you are sued personally for something unrelated to the LLC, because you own a WY LLC, the WY LLC's charging order protection (even for single member LLCs if that applies) will make it very difficult for the plaintiff to get to your LLC assets (which is the membership interest in the Home State LLC, which owns the property/assets).
Hope that helped, and best of luck to you and your LLCs! If you want to form your WY LLC on your own, here is a video I made for that purpose: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Also, if you aren't sure what steps to take after you form your LLC, here is a video covering suggested next steps: ruclips.net/video/QvFuTI3CdbQ/видео.html
If you'd like help, feel free to reach out to me via my website (www.chrisjacksonlaw.com).
Thanks!
Best regards,
Chris
Thank you for this very informative video. My questions is, if we open a LLC in WY and have commercial properties in Iowa and live in CA, would we have to pay CA income tax?
Hi Colette:
Thank you for your kind words. I cannot give you legal advice without you retaining me (or tax advice at anytime), but generally speaking if someone is a CA resident and earns income in another state (e.g., Iowa), they must pay income tax in CA on that rental income (net of deductible rental expenses). Also, if someone must pay tax in the state where the rental property is located, then that tax paid (e.g., in Iowa) would be credited in CA and reduce the amount of CA tax to be paid.
Note that, if you want to form your WY LLC on your own, I made a video on that topic here: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
If you prefer to hire an attorney, since you are in CA, feel free to reach out to me here: www.chrisjacksonlaw.com.
Thank you!
Best regards,
Chris
Hello Chris. This is a very informative video. Thank you. I have one question. Now I did see that someone did ask something similar. But, in my situation being a digital marketing agency providing service to clients in different states within the U.S. and my “office space” can be anywhere I choose it to be, but my home state is NY. Can I form LLC in Wyoming without having to form an LLC in home state (NY) as a subsidiary to Wyoming LLC ? Or would you recommend forming LLC in home state and Wyoming as the holding company for protection?
Hi Esteban. Thanks for your comment and questions. While I cannot give you specific advice without being retained, I will say generally the following:
1. Yes, I would have the LLC that you own formed in WY. Here's a link on how to do that on your own in case you need it: ruclips.net/video/Zl-CxK7L6Hg/видео.html
2. Since a digital marketing agency is less likely to be sued or have significant assets (as compared to, say, an LLC that owns a rental property), you are probably fine just having the WY LLC without having a subsidiary in NY. The ultimate asset protection strategy is to have a subsidiary in the home state owned by a WY LLC, but I usually reserve this for a company that will have more assets at risk or potential for liability (e.g., real estate, manufacturing, etc.).
3. Where you qualify to do business (in NY or elsewhere) depends upon the state. Generally the states look at whether you have employees in a state, have property in a state, how much income you generate from that state, etc. It is probably best to ask your CPA whether you need to qualify your WY LLC to do business in NY or elsewhere. Usually, the penalty of not qualifying in a state is that you cannot sue a party in that state, but check with your CPA as to NY.
Hope that helped, but if not, please let me know!
Best regards,
Chris
Excellent info ... what address will have the llc in Wyoming is my business is in run in california? Ecommerce business
Hi. Thanks for your kind words and your question. As for addresses, you have a number of options. In WY, you will need a registered agent in WY. Incfile/Bizee will provide that service for you for $119 per year (first year free) and a promise to never increase the price. For a video on setting up a WY LLC and/or obtaining the registered agent service, you can go here: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
For CA, it will depend upon whether you need to qualify to do business in CA. If you will qualify your WY LLC in CA, you can use your own address, or a virtual address (e.g., Incfile/Bizee will do this for $29 per month) or a UPS Store box address.
I hope that helps, but let me know if you have other questions. Thanks! Best regards, Chris
Thank you for a great video. From what you explained, i will move to correctly open a WY LLC. I live in California, what if I let the WY LLC appoint me as a "Contractor" through a 1099 to handle their online sales customer service, etc while the banking etc stays in WY. In this hypothetical situation, does the WY LLC has to incorporate in CA or is it suffice that it hires me as an agent/contractor to handle their affairs ?
Hi Michael. Thanks for your compliment and question. That is a very good question, and I like the creativity.
I can't give you tax advice, and I cannot provide legal advice without being retained as your attorney. With that said, here are my general comments:
1. Generally you pay taxes in the states where you do business. For example, if you have a Wyoming LLC, do no business in Wyoming, but you live and do business in California, then you would pay taxes in CA (not WY). Furthermore, if you do business in multiple states, then you would apportion your tax obligations depending upon the amount of business you do in each state. It is a good question for your CPA.
2. The other issue you raise is whether you should qualify your WY LLC to do business in CA. That depends upon whether you are considered to be "doing business" in CA. I can't provide you an answer without being retained as your attorney, but I can give you an example.
For example, in California, the definition of doing business is somewhat vague: "entering into repeated and successive transactions of its business in [the] state, other than interstate or foreign commerce." California also lists some exceptions of what will NOT be considered doing business in CA.
Also the Franchise Tax Board in CA uses dollar figures to determine whether the company is "doing business" in CA (Sales in California: the lesser of $610,395 and 25% of the entity’s total sales; Property in California: the lesser of $61,040 and 25% of the entity’s total real and tangible property; or Payroll in California: the lesser of $61,040 and 25% of the total compensation paid).
So, in your case, whether you pay yourself as a contractor or as an employee (which you will likely need to do once you start building profit), you may be ok not qualifying in CA depending upon the above parameters. Again, I encourage you to check with a CPA on this issue.
The primary penalty for not qualifying in a state is usually that you cannot sue someone in that state.
3. Per this video, if you very concerned about asset protection, you may also consider having your WY LLC own an LLC in the state in which you do business.
If you are interested in retaining my services, you can reach me at chris@chrisjacksonlaw.com
I hope that helps, and I wish you all the best! Best regards, Chris
@cjlawvideo Hi Chris, You mentioned briefly that WY have an annual fee of $60 unless you have asset in WY over a $300? Assets meaning a physical business and/or property only or does it includes opening a bank account for WY LLC with more than $300?
Thanks
Hi. Good question. Note that the annual fee in WY is the greater of $60 or $0.0002 of the total assets in Wyoming. So, if your LLC has assets (e.g., real estate) valued at $300,000 or less in WY, then it would be $60. It only goes up if your assets in the state of WY exceed $300,000. For example, if your LLC owned a $500,000 rental house in WY, the annual fee would be $100 ($500,000 x $0.0002). Hope that helps, but if not, let me know! Best regards, Chris
Thank you for this easy to understand & valuable video. I'm someone who recently started a Pool Service Business in California and am conflicted about which route to go in terms of starting a California llc, having a Wyoming one thats licensed in California or having the multi layered one like you mentioned. If I'm not mistaken it almost sounds like having a Wyoming one thats licensed in cali isn't any better than a regular cali one from a protection/ litigation standpoint. I want to make the right choice but as this is a new small business for me thats lacking cashflow as of now i'm conflicted on how much money / time I want to spend on the structure. In my situation would you say its worth it to go all the way to the multi layer option with the most protection from the get go? Thanks!
Hi Will. I appreciate the compliment, thank you. Good questions. I can't give you specific legal advice without being retained, but here is what I would do:
1. Form a WY LLC, especially if it will be a single-member LLC.
2. Qualify the WY LLC to do business in CA.
The reason I choose this is that it is a good balance of asset-protection without overdoing it. I generally only recommend a WY holding company with a (for example) CA LLC under it if the CA LLC will hold real estate or have a higher potential exposure to liability (e.g., manufacturing).
Also, a WY LLC will still do a better job at protecting your personal assets than a CA LLC, especially if you are a single-member LLC. The downside is that you will have to pay fees in both CA and WY. But, the WY fees are negligible ($102 filing fee at the moment, and $60 per year for the annual reports - assuming no valuable assets in WY). Whether you have a WY LLC qualifying in CA or a CA LLC, you will have to pay the CA $800 minimum fee to the Franchise Tax Board (for the pleasure of doing business in the great state of CA - where I also reside).
With the above said, if you prefer to stick with just a CA LLC to save on WY fees, I understand that approach as well.
If you want to form an LLC in WY on your own, I made a tutorial on how to do it here: ruclips.net/video/Zl-CxK7L6Hg/видео.html
If you want to form your LLC in CA, here is my tutorial on CA: ruclips.net/video/Euvk6rANC1o/видео.html
Let me know if you have any other questions, and best of luck to you and your pool service business!
Best regards,
Chris
Thanks Chris, the detail and time you're putting in for your viewers in the comment section is second to none. Extremely impressed. Thanks again!@@cjlawvideos
@@willcubb Thanks Will! Happy to help! Have a great weekend. Best regards, Chris
Hi Chris. Thank you for your videos! Super cute dog too! 😂
I have formed my LLC in Texas, however I want to do business in Colorado. Is this okay to do? Or do I need to file other forms?
Thank you for your kind words. Yes, my dog is the real star of my channel!
Yes, you can do business in any state with your Texas LLC. Each state has its own rules as to whether you have to "qualify" to do business in that state. For example, if your TX LLC has a CO employee and pays payroll there, you may have to qualify your LLC to do business in CO. Or, if you exceed a certain amount of CO revenue you may have to qualify. Like I said, it depends upon the state. Here is a link to the relevant CO regulation: www.sos.state.co.us/pubs/info_center/laws/Title7/Title7Article90Part8.html#a7-90-801
The penalties for non-compliance also depend upon the state, but usually it includes not being able to sue a party in that state and perhaps some fees/fines. You can see the penalties in the link above.
If you decide to qualify your TX LLC to do business in CO, you can do it yourself through the state. Or, you can have a corporate services company do it for you. If you used Incfile/Bizee to form your LLC, they have this option in your LLC portal. Or, you can go here: bit.ly/CA-LLC and select "Services" at the top and then "Foreign Qualification." I hope this helps!
Best regards,
Chris
This was great info. Thank you so much. @@cjlawvideos
@@nancybrowne9037 You are welcome and best of luck to you!
Hi Chris, first thank you for making this video, I really enjoyed watching it. I have a question: if I set up the LLC in Wyoming and I live and operate an on-line business in California, how does it work with the taxes, do I still pay the state of California or Wyoming? Can I deduct my rent, car and so on?
Hi. Thank you for your kind words, and I'm glad you liked the video!
I can't give you tax advice, and I cannot provide legal advice without being retained as your attorney. With that said, here are my general comments:
1. Generally you pay taxes in the states where you do business. For example, if you have a Wyoming LLC, do no business in Wyoming, but you live and do business in California, then you would pay taxes in CA (not WY). Furthermore, if you do business in multiple states, then you would apportion your tax obligations depending upon the amount of business you do in each state. It is a good question for your CPA.
2. The other issue is whether you should qualify your WY LLC to do business in another state. That often depends upon whether you are considered to be "doing business" in that state. I can't provide you an answer without being retained as your attorney, but I can give you an example.
For example, in California, the definition of doing business is somewhat vague: "entering into repeated and successive transactions of its business in [the] state, other than interstate or foreign commerce." California also lists some exceptions of what will NOT be considered doing business in CA.
Also the Franchise Tax Board in CA uses dollar figures to determine whether the company is "doing business" in CA (Sales in California: the lesser of $610,395 and 25% of the entity’s total sales; Property in California: the lesser of $61,040 and 25% of the entity’s total real and tangible property; or Payroll in California: the lesser of $61,040 and 25% of the total compensation paid).
The primary penalty for not qualifying in a state is usually that you cannot sue someone in that state.
3. Per one of my videos, if you very concerned about asset protection, you may also consider having your WY LLC own an LLC in the state in which you do business.
If you are interested in retaining my services, you can reach me at chris@chrisjacksonlaw.com
I hope that helps, and I wish you all the best! Best regards, Chris
thank you so much Chris, appreciated@@cjlawvideos
Ok, I’m a single guy at a job-along with doing deliveries (1099) but I do have assets on an account. My folks usually go to an account to do taxes so I’m blessed to send my stuff to the accountant, as well. Should I still open a LLC? If so, I think WY may be that choice.
Hi. Thank for watching my video and for your question.
If you are asking whether you should have an LLC for your delivery business, I think you should certainly consider it for both liability and tax deduction purposes. There may be some expenses you can run through your LLC that may not be available for you to deduct (to the same extent) as a sole proprietor. Plus, you have the opportunity to save on self-employment taxes. I can't give you specific advice (or tax advice), so you should run it by your accountant.
As for the best state, yes I'm a fan of WY for asset protection purposes. If you do not live in WY, you will likely have to qualify your WY LLC to do business in your home state. Here is a link for you to set up your WY LLC on your own: ruclips.net/video/Zl-CxK7L6Hg/видео.html. I have tutorials on other states as well in case you choose another state. Note that the service company I recommend in the videos can also help with qualifications in another state (if needed).
Let me know if you have other questions!
Best regards,
Chris
Hi Jackson!
Hi Christie!
Hello. Thank you for this very constructive video. I have two questions.
If I open a WY LLC that owns my OH LLC (owns/runs all my real estate in Ohio) for the ultimate liability protection as you mentioned; does it mean I have to file taxes for both states even though I conduct no business in WY. If so, do you recommend having a tax expert company that operates in multiple states file my taxes or a local tax expert in Ohio where I do my business?
Hi. Thanks for watching my video and for your questions. I cannot give you tax advice, but note that WY is a tax-free state, and the only fee you will have to pay in WY is the $60 annual report fee (assuming your LLC doesn't own more than $300,000 of assets located in the State of WY). I hope this helps, but let me know if you have other questions. Thanks! Best regards, Chris
Hi Chris. I liked the video, but I still am not confident if I understand the following: I and my partner want to create an LLC in Wyoming, for the advantages you outlined. He lives in NY, and I live in NJ. Our business will not own real estate or operate brick and mortar locations. We'll just be selling physical products, mainly home and travel based stuff, and all sold online. In that scenario, what are our registration and/or reporting requirements to NJ and NY? And do those requirements change if we do NOT sell or ship to our home states? NJ and NY, both being so heavily populated, could be a significant portion of U.S. orders, but I don't know if selling within the states we live in increases reporting requirements, registration, or tax requirements? Thanks in advance for any information you can provide.
Hi Matthew. Thanks for watching and for your question. I cannot give legal advice without being retained, and I cannot give tax advice. However, here are some things to consider.
As you know in this video, I generally recommend a WY LLC no matter where you are located or where you conduct business (for asset protection purposes). FYI, if you want to form one on your own, here is the link to my tutorial: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Whether you have to qualify the WY LLC to do business in either NJ or NY
The question then becomes whether you have to qualify your WY LLC in the state of NY, NJ or other states. Unfortunately, this is a difficult question to answer, as in most states the law is vague. It really comes down to whether you are "doing business" in that state. Some examples of doing business that might apply are your company has a physical presence (like a factory or stores) in the state or has employees in the state or has a resale license in that state.
The penalties for not qualifying also vary by state, but generally you cannot sue someone in a state unless your LLC is qualified to do business in that state. There may be additional penalties as well.
As for tax liability, I encourage you to ask a CPA and/or the tax professional that is part of the gold or platinum package if you use my recommended company services company. Generally speaking, pass through income to you and your partner will likely need to be included on your respective NJ and NY tax returns.
I hope this helps, and I wish you both all the best. Best regards, Chris
Chris, does it make sense to put a CA rental property in a land trust ( to save on Franchise tax Board fees) and then have the WY LLC be the trustee of the land trust? Or is the ultimate asset protection ( WY LLC - HomeState LLC) a better arrangement?
Hi. Thanks for watching my video and for your question.
I cannot give specific legal advice without being retained., so please seek the advice of counsel. With that said, although a land trust is an interesting option to save money on franchise tax fees, since a land trust offers no liability protection, and because banks and title companies are oftentimes unfamiliar with land trusts, I generally recommend keeping it simple and having an LLC own the property.
Assuming you are going to use LLCs, you have a few options...
1. Have a CA LLC own the property;
2. Have a WY LLC own the property (but have it qualify to do business in CA);
3. Have a WY LLC as the holding company of a CA LLC, and have the CA LLC own the property; or
4. Have a WY LLC as the holding company of another WY LLC, and have the subsidiary WY LLC own the property and qualify in CA.
The above options are in the order of least to most expensive in terms of state fees. However, they are also in the order of least asset protective to most asset protective.
For a step by step guide on how to form an LLC in WY, go here: ruclips.net/video/Zl-CxK7L6Hg/видео.html
For a step by step guide on how to form an LLC in CA, go here: ruclips.net/video/Euvk6rANC1o/видео.html
If you prefer to have an attorney help you, feel free to reach out to me via my website: www.chrisjacksonlaw.com.
I hope this helps ... thanks!
Best regards,
Chris
Your dog is the best! So cute! I have a question. I live in MD and I am starting a birth doula buisness. Which state do you think it will be the best to set up my llc out of the three? Thanks!
Hi Don.
Thank you for watching my video and for your question. And, yes, everyone (including my own family) agrees that my dog is the real star.
To answer your question, I choose WY for all of my client's LLCs and my own LLCs. It has a great combination of low fees, zero taxes, asset protection and anonymity (if that's important to you). You will have to qualify the WY LLC to do business in MD, but in my view it is worth it from an asset protection/liability standpoint. FYI, here is a video on how to form an LLC in WY: ruclips.net/video/Zl-CxK7L6Hg/видео.html. I have one for DE as well, as some people are used to DE and prefer to set up their entities there. If that applies to you, here is that video: ruclips.net/video/fBLlyzdeFGw/видео.html
I hope that helps, and best of luck to you and your new business!
Best regards,
Chris
Thanks for replying. Do you have a video showing how to qualify the WY LLC to do business in another state? Also, how much does it typically cost to do that initially and annually? @@cjlawvideos
@@don2672 Hi. This is something you can do yourself (via the MD secretary of state) or you can have Incfile do it for you. If you have Incfile qualify your WY LLC in MD, I just checked and they charge you the MD State Fee of $155 (which you'd have to pay if you do it yourself) plus a $149 processing fee (Incfile fee). Note that, after the initial fees in WY, you'll have to pay the annual report fee of $60 per year plus a registered agent fee (Incfile is free for Year 1, then $119 per year thereafter). So, essentially you are paying an extra $179 per year to have it in WY instead of MD. Hope that helps! Best regards, Chris
What would you recommend if your operating a business that provides services through the internet like web design and has no physical location? And do you have to still qualify in your home state?
Hi Wade. Whether you have to qualify your company in a state often depends upon whether you are considered to be "doing business" in that state. I can't provide you an answer without being retained as your attorney, but I can give you an example.
For example, in California, the definition of doing business is somewhat vague: ("entering into repeated and successive transactions of its business in [the] state, other than interstate or foreign commerce"). California also lists some exceptions of what will NOT be considered doing business in CA.
Also the Franchise Tax Board in CA uses dollar figures to determine whether the company is "doing business" in CA (Sales in California: the lesser of $610,395 and 25% of the entity’s total sales; Property in California: the lesser of $61,040 and 25% of the entity’s total real and tangible property; or Payroll in California: the lesser of $61,040 and 25% of the total compensation paid).
The primary penalty for not qualifying in a state is usually that you cannot sue someone in that state.
So, while it is a very difficult question to answer without knowing more, but in general you should be ok (and you should probably confirm with your local CPA or attorney to be sure).
I wish you all the best of luck! Best regards, Chris
Hi Chris. Does this recommendation carry over to C Corp? Deleware and Wyoming have shown to be the most favorable options.
Hi Brian. Good question. The answer is yes, generally. I used to file all my C Corps in DE (especially if there were different classes of stock). However, I switched to WY a few years ago because DE changed the way they taxed corporations to an asset-based approach. So, it depends upon whether you want to raise money from VC or PE firms (because some may require a DE C Corp) and how much you anticipate your C Corp will have in assets. I personally choose WY whenever I can.
@cjlawvideos This is what I have been seeing as well. While I fully understand it's always great to consult with general counsel and/tax professionals to make the best choice, these videos to provide great insights into how to engage in those critical conversations. Thank you for your feedback.
@@brianstark1891 Brian, thank you for the kind words, and I agree. Best of luck to you. -- Best regards, Chris
Hello Chris thank you so much for this video! Which state do you think those living outside the country should choose? i live in Turkey. NM good for me?
Thank you for watching and for your kind words. New Mexico should be fine, but the state I generally recommend for both US residents and non-residents is WY. Based upon my experience it is easy for a non-resident to both start an LLC in WY and open a bank account. I have a video which shows you how to set up an LLC in WY here (but if you choose NM, the same procedure applies): ruclips.net/video/Zl-CxK7L6Hg/видео.html.
Note that, when you get to the EIN Section, just let Incfile know you are a foreigner.
Best regards,
Chris
im going to watch it thank you so much@@cjlawvideos
@@bekirfilizdag8044 You're welcome, and best of luck. Let me know if you have any other questions. Best regards, Chris
Hi, What I’d be able to apply the same strategy With Wyoming holding LLC, but doing business in the state of Texas? Wyoming will be the owner of the LLC in Texas.
Hi: Yes, you have two options. You can either have a WY LLC qualify to do business in TX. Or, you can (as you suggest) have the WY LLC own the TX LLC, and you own the WY LLC. The latter offers more asset protection. Note that I have a video on how to set up a WY LLC here: ruclips.net/video/Zl-CxK7L6Hg/видео.html. And, here is one for Texas: ruclips.net/video/ID7EhO9JcC0/видео.html. Let me know if you have any other questions! Best regards, Chris
Would I have to pay taxes to WY on earnings? TN doesn’t have state tax. Would I need to file anything with TN?
Hi. Thanks for watching my video and for your question. The only thing you have to pay in WY is an annual fee of $60 (unless you have asset in WY over $250,000 - like real estate), in which case you'll have to pay more. There are no state taxes in WY. If you are doing business in TN, you will likely have to qualify your WY LLC to do business in TN. This is something that Incfile can do for you. Here is my video on how to set up an LLC in WY: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
Let me know if you have any other questions, thanks! Best regards, Chris
Great video!
Question: I own 3 LLCs in GA - one formed in 2016, one in 2021, one in 2023.
If create Wyoming LLC to hold the 3 GA LLCs as subsidiaries, does this impact the original GA LLC formation dates? This is critical as when going after business funding most banks want company to be in biz 2 years or more. Does implementing Wyoming LLC restart clock or can continue to reference GA LLC formation dates when applying for business funding?
Separately, should create 3 individual Wyoming LLCs for each GA LLC or can have one Wyoming LLC to own all three GA LLCs?
TY!
Hi:
Thank you for your kind words and for watching my video! I can't give you legal (or tax) advice without being retained, but here are my general comments.
If you decide transfer your GA LLC membership interests into a WY LLC, so that the WY LLC becomes the holding company, this should not impact business funding issues. The WY LLC would be the holding company, and the GA LLCs would be the operating entities which are applying and using funding. Even though the ownership changed from you personally to the WY LLC, this should not impact the GA LLCs' ability to obtain funding.
Regarding whether you should have 3 individual WY LLCs versus 1 WY LLC, that depends upon a couple of issues. First, do the GA LLCs have different tax elections (e.g., S-Corp vs Sole Proprietorship)? If so, you may want to have separate WY LLC holding companies. Second, although having one WY LLC as a holding company will provide additional asset protection than just having a GA LLC, you can increase your asset protection by having each GA LLC owned by a separate WY LLC.
Why? Because if there is a piercing of the veil of the GA LLC, then the assets of the WY LLC (which include the two other GA LLCs) may be at risk. The downside is that, with 3 WY LLCs, you will have more fees (state fees and CPA fees) and there is more to administrate. Most people stick with one holding company due to cost and complexity.
You should run the transactions and structure by your CPA, as I cannot give tax advice.
However, if you choose to form a WY LLC, please note that I have a video on how to do that here: ruclips.net/video/Zl-CxK7L6Hg/видео.html
Let me know if you have additional questions, and best of luck!
Best regards,
Chris
@@cjlawvideos THANK YOU!!!
@@tracihouston You're welcome. Go get 'em. Best regards, Chris
Hi Chris, First and foremost, this is an excellent video. I'm a USA Citizen living in Spain (previously NYC-based), would I be able to set up an LLC in WY without having to set it up in NY state first? I operate a sole trading international business with clients mainly in the continent of Africa and Europe. In the future, I will be expanding my business across the USA.
Hi Anyeli:
Thank you for your kind words! I appreciate them. I cannot give you specific legal advice without being retained as your attorney, but I will share with you the following (which you should confirm with your professional advisors):
1. Yes, you can form a WY LLC for you business irrespective of what state you live in or were originally from.
2. The only issue as to the other states (e.g., NY) is whether your WY LLC will be considered as "doing business" in such state. Each state has its own rules about this (e.g., is there an office or an employee in that state, what business if any are you doing within that state, how much revenue, etc.).
3. If you are "doing business" in a state, then you can either qualify your WY LLC to do business in that state or form a subsidiary LLC in that state. Whether you need to do either is generally a good question for your CPA who will determine whether tax returns need to be filed in certain states. Commonly, the penalty of not qualifying to do business in a state is not being able to sue someone in that state.
4. Wyoming is a great place to start your LLC for the reasons I set forth in my video, and for your reference here is my tutorial on how to set up a WY LLC on your own: ruclips.net/video/Zl-CxK7L6Hg/видео.html
I wish you all the best, and best of luck in your international business ventures. Sounds exciting.
Best regards,
Chris
Hi Chris, Thank you very much for taking the time to reply and providing your professional opinion on the subject.
@@user-po2we6ix9i You are welcome. And, keep in touch! Best regards, Chris
Hi Chris. Great video. Just to clarify, even if I have a LLC in Nevada and am doing business in CA (without having a CA LLC,) I will still have to pay $800 annual fee? Thank you!
Hi. Thank you for your kind words. Yes, if your Nevada LLC is doing business in CA, unfortunately it will need to pay the $800 minimum fee. That fee applies to both domestic (CA) and "foreign" (out of state) LLCs doing business in CA. Let me know if you have any other questions, thanks!
Best regards,
Chris
Thank you@@cjlawvideos ! Sorry, another question. I live in CA and sell jewelries on etsy to anyone in the states, do I need to pay the $800 minimum fee or just the seller permit? I just started out and have made a few sales. It's time to make it a real business and hence, all these questions. Thank you in advance!
Why Wyoming over, say, New Mexico which also doesn't ask for members and managers?
Hi. Thanks for watching my video and for your question. I thought about adding New Mexico, which is likely the 4th best option (due to anonymity and low fees). However, I still prefer Wyoming from an asset-protection standpoint, which is my most important concern. With that said, WY, DE, NV and NM are all solid options. Thank you. Best regards, Chris
Hello. Just wanted to quickly add about New Mexico, as I was told by another attorney, that although New Mexico is also a great option as Chris mentioned, New Mexico is relatively new compared to WY, NV, and Delaware, and there is not nearly as much evidence of proving itself compared to the three other states Chris suggested. For that reason, this other attorney recommends the same three states that Chris does.
Hey Chris! Great Info by the way.
Question: After forming my Wyoming LLC, how would i form my home state LLC as a subsidiary to Wyoming LLC without using my name? Would it be through a trust which im looking to structure as well.
Hi DJ. Depending upon your home state, you may be able to keep your name out of it. One option is to use a trust, as you suggested. With that said, since the Wyoming LLC will be the sole member of your home state LLC, you can simply list the Wyoming LLC as the "member." If your home state LLC will be manager-managed, which I generally recommend, you can list the WY LLC as the "manager." Some states require that you list the name of your manager or member or both, and in your case it will be your WY LLC for both (not you personally). Hope that helped, and best of luck to you! Best regards, Chris
@cjlawvideos Hey Chris! Thank you for your suggestion. So I'm at a crossroads. I started my foreign filing for Ga, I'm able to list my WY LLC as member and manager but when using a entity as member/Owner the state still asks who is the representative signing on the behalf of the entity. How ,what and who can sign without me personally. That information will be public on SOS website and I'm trying to avoid that for asset protection and anonymity. Any suggestions ideas or strategies to get around this it would be a tremendous help thanks!
@@djmitchell3464 Hi. I can't give you legal advice without you retaining me. With that said, I'm not sure if you are using Incfile or another corporate services company for your WY LLC, but I would ask them if they can sign the form in GA for you as "organizer" or "agent for service of process" or "nominee." If not, there are WY attorneys who will provide signature services as "nominee" or otherwise for a fee (e.g., $300 for first document, $150 for all others). If you don't want to do this, note that you would be signing the paperwork as the manager or CEO of the WY LLC, and that doesn't necessarily mean you own the WY LLC. And, your personal address should remain anonymous. Alternatively, if you have an officer of the WY LLC other than yourself (e.g., spouse or otherwise), and you are ok with them signing on behalf of the LLC, then that's always an option. Let me know what you decide, and feel free to email me at cjlawvideos@gmail.com.
Hey, I've heard many say it depends on the type of business you're doing... I want to open an LLC as an Independent Adjuster or Insurance adjuster, I manly would be doing business in Florida although sometime with catastrophe I could go to other states would it make sense to start a LLC in Delaware or Nevada?
Hi. WY, DE and NV are my top choices. I personally choose WY because it has the best combination of asset protection (especially for Single Member LLCs) and low fees. If you need help starting your own LLC in WY, I have a video that takes you through the process step-by-step. Here is the link: ruclips.net/video/Zl-CxK7L6Hg/видео.html. If you choose DE, here is my video for DE: ruclips.net/video/fBLlyzdeFGw/видео.html. Just note that you will have to qualify your LLC to do business in FL if that is where you are generating most of your income. The corporate services company I recommend in those videos will help you do that, or you can do it on your own. It's a pretty easy process. Hope that helps! Best regards, Chris
Robert Melendez from California loves your dog. Can I put my home in the LLC.
Hi Robert. Thanks for watching my video an your comment about my dog Jax! He is a character.
LLCs should be used for rental properties, houses you are going to fix and flip and for other commercial purposes.
I don't necessarily recommend putting your personal residence in an LLC, as you may lose certain tax and homestead advantages of owning it as an individual or through a trust. You may also have higher insurance and mortgage costs. With that said, this is not legal advice, and you should always seek your own counsel.
Let me know if you have other questions!
Best regards,
Chris
@@cjlawvideos ok perfect.
Do you know of a lawyers office that handles these things so that I could set up in Wyoming? Also, do you have a video on hours taxes are filled in regards to llc if you live in a different state?
Hi. If you want to form it on your own and save on attorney's fees, here is my updated video on how to start an LLC in Wyoming which I just finished today: ruclips.net/video/QdOuidCOLz8/видео.html
If you prefer to hire an attorney, I'm only taking on clients who live in CA. If that applies, feel free to reach out to me via my website: www.chrisjacksonlaw.com. I can also refer you to a great CPA who I use for my own taxes (as do many of my clients). Best regards, Chris
Hey Chris, i am planning to open an llc in the states but my situation is a bit specific. I am here on f1 visa and i am not sure if that will create complications. Someone i know with the same status opened his llc and then eventually applied for investor visa and got it. So i am thinking of doing the same. Plus, i am presented with the option to open a business banking account. May i know your thoughts on this? Thanks
Hi. Thank you for watching and for your question. I'm not an immigration attorney and do not want to give you any immigration related advice. I suggest you reach out to an immigration attorney with respect to your visa questions. Sorry I cannot help in that respect! Regarding opening an LLC and an LLC bank account, I cover that in some of my videos. Here is the one for WY for example: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Just note that, when you get to the EIN section, select that you a "foreigner," and they will obtain the EIN for your LLC for you. Once you have that, you can open a bank account for your LLC. Many non-residents have done this successfully, especially in WY. Best regards, Chris
Could you please address business entity naming when forming two LLCs - a Wyoming LLC that will own a Florida LLC. Any issue with using the same business name for both Wyoming and Florida? Or should each LLC have a different name?
Hi Thomas. Good question. Technically, you can use the same name for different LLCs in different states. However, I generally prefer to use different names so there is no confusion. And, it reduces the chances of co-mingling funds in bank accounts of the same name.
For example, let's say your Florida LLC is named "Acme LLC." You might consider a name for your WY LLC such as "Acme Holdings LLC."
Wouldn’t I need a WY address I’m order to form an LLC there? For state and federal correspondence? How about bank accounts would they also have to have a WY address?
Hi Gabrielle. The only address you need in WY is for the agent for service of process. You can have your business address in your home state (either as your home office, an actual office/store, a virtual office or a mailbox office (e.g., at a UPS store). Here is a link on how to form an LLC in WY in case you need this: ruclips.net/video/Zl-CxK7L6Hg/видео.html (including setting up agent for service of process)
Hope that helps, but if you have any other questions, please let me know! Thanks for watching! Best regards, Chris
ln the case of a Wyoming Private Family Trust inthe for of an LLC can the members withdraw portions of their orginal contributions without tax liability?
Hi: Thank you for watching and for your question. Unfortunately, I cannot give tax advice. The tax consequences of withdrawal should be run by a CPA after providing the CPA with all relevant information. Sorry I could not help! Best regards, Chris
I would like to know more in a situation where we formed Llc and we want members to invest in the Company and buy shares so that we do business on behalf of the members
Are you available to discuss how can I get hold of you?
Hi: Thanks for your question. You can reach me by submitting an inquiry through my website, which is: www.chrisjacksonlaw.com. Thank you. Best regards, Chris
And the New Mexico, this is the Good Option because have the Anonymity and the low Maintence,ok?👍😜
Hi. I thought about adding New Mexico, which is likely the 4th best option (due to anonymity and low fees). However, I still prefer Wyoming from an asset-protection standpoint, which is my most important concern. Good point, though, thanks! Best regards, Chris
So I filed my LLC in California this year, before i knew all this.
Is it possible to reform in another state?
Hi. Thank you for watching and for your question. Yes, you can go through a process called domestication where you take your CA LLC and move it to Wyoming (for example). You can also consider keeping your CA LLC if you are doing business in CA, and transferring your ownership interest to a newly formed WY LLC (though check with your tax advisor as to tax consequences, if any). This way you will own the WY LLC and the WY LLC will own the CA LLC. Alternatively, you can just form a new WY LLC and dissolve your CA LLC.
If you need my help, feel free to reach out to me at chris@chrisjacksonlaw.com. If you prefer to do it yourself, Incfile may be able to help you on the domestication, and they can certainly help you dissolve your CA LLC and/or form your new entity . Here is my link to Incfile: bit.ly/IncFileForLLC. Also, if you want to see how to set up and LLC in WY via Incfile, here's my video on that topic: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
Best regards,
Chris
Hi Chris, I registered the Wyoming llc and am now licensing it to do business in Cali, would you say it's important to use a registered agent rather than myself in Cali (My home state) in order to reap the full benefits of foreign llc set up? or is it not a big deal? after going through the extra effort/cost to have the extra protection i wouldn't want to do anything that would compromise the privacy aspect but at the same time, the costs are adding up so saving money is a priority as well. I'm also wondering the same thing about business address being a place you live for the Wyoming llc and if thats not recommended and would compromise benefits, thank you.
Hi Will. You can always serve as your own registered agent to save money if you like. Alternatively, I believe you can get a registered agent for around $100-$120 per year (e.g., Incfile provides this service). Regarding the address, you can use your own address or a virtual office address (e.g., Incfile does this for $29 per month, but you can also do this by, for example, getting a UPS mail box). It's really just a question of weighing the importance of cost versus anonymity. Thank you. Best of luck and best regards! Chris.
Awesome, thank you. If I am my own registered agent and also used my home address will I be less protected from litigation than if I hadn't? do you think having a Wyoming llc registered in cali using your own address and yourself as a registered agent is still better than having just a california llc on its own in terms of litigation/corporate veil stuff? or would that kill the benefits of using the 2 state llc system?@@cjlawvideos
@@willcubb Hi Will. Having a WY LLC is my view is better than having a CA LLC. If you serve as your own registered agent and/or use your own address in CA, that won't affect the liability protection that comes with a WY LLC. The only impact it will have is on anonymity. And, note that, even if you list yourself as the registered agent, that won't necessarily imply to the public that you are the owner of the LLC. Hope that helps, but let me know if you have other questions. And, have a Happy Thanksgiving! Best regards, Chris
Thank you Chris you as well & will do!@@cjlawvideos
so essentially i would have to form 2 LLC's, one in Wyoming and 1 in the state which i own the rental?
Hi. I can't give you legal advice without being retained, and I'm not sure in what state you are located. With that said, generally speaking, here are your options (without getting into trust options):
1. The most protective approach is to have two LLCs. One is the holding company LLC in WY (which you own). The other LLC is the LLC in the rental property state (which your WY LLC owns as the sole member). That local state LLC owns the rental property.
2. A less protective, but less expensive, option would be to form a WY LLC which owns the rental property directly and registers to do business in the rental property state (assuming that's not WY).
3. The least protective (unless your rental property is in WY, NV or DE) and least expensive approach would be to have an LLC formed in the rental property state.
I hope this helps, but let me know if you have other questions! Best regards, Chris
Do you offer legal services to US citizens outside of California? I'm looking to set up a LLC in either DE, NV, or WY (still researching) and I'm either going to find a lawyer that can help me or go through Legal Zoom.
Hi. Thanks for watching the video and for your question. Unfortunately, at this time I am not taking on clients located outside of CA. However, if you do end up forming an LLC in WY (my first choice) or NV (my second choice) on your own, I have the following tutorials: WY: ruclips.net/video/NUezXXe7nwI/видео.html, and DE: ruclips.net/video/fBLlyzdeFGw/видео.html. NV is a bit too pricey in my view. I have used Legal Zoom in the past, but I prefer Bizee and use them exclusively due to cost, customer service, etc. I wish you all the best in your business venture! Best regards, Chris
Can I do this for an online business too?
Absolutely. Many of my clients and others form an LLC (mostly in WY) for their online business. I have videos on how to create an LLC in WY, NV, TX, FL and CA. I recommend WY for the reasons set forth in the video you watched. Here is the link to my instructional video on how to form an LLC in Wyoming: ruclips.net/video/Zl-CxK7L6Hg/видео.html
Good luck, and let me know if you have any other questions. Best regards, Chris
Hi, thankfully for the videos
1, Im a Canadian residence, i have a established granites stone business, all my commodities i import from overseas,
2, Im planning to expand my business in US states closed to Canadian borders, based on nature of my business needs a port to import commodities by shipping from overseas, and hiring a wearhouse in washington, Seattle, so wearhouse will take care of all my distribution and inland movements across all states.
3, In this case i choose washington (Seattle) is the convenient port for me to bring in container, so were i want to register my LLC to moving forward without any inconvenience.
If i pick my llc in wyoming or Delaware, which is a right move ? Or i need to pick washington to register my llc because of my base is here.
I don't have employees or physical office , i run this business by my own,
Advise me please and thank you
Thank you for your kind words and for watching my video. Your question is a good one.
For the reasons I set forth in my video, I prefer a WY LLC (first choice) or a DE LLC no matter where you are doing business. Since you will be doing business in the state of WA, you have two options after forming your WY LLC. First, you can simply qualify your WY LLC to do business in WA. Second, you can have your WY LLC own a WA LLC as a wholly-owned subsidiary.
While you can always simply form a WA LLC to save on state fees, that is the least asset protective option in my opinion. Having a WY LLC qualify to do business in WA is more asset protective, but with a slight increase in fees. Having a WY LLC own a WA LLC is the most asset protective, but there will be even more state fees and accounting fees. Since you work from home, I'd probably just stick with a WY (or DE) LLC and qualify it in the states where you are required to do so.
FYI, I have the following video on forming a WY LLC: ruclips.net/video/Zl-CxK7L6Hg/видео.html
Also, here is my video on starting a DE LLC: ruclips.net/video/fBLlyzdeFGw/видео.html
I hope that helps, and best of luck to you!
Best regards,
Chris
Hello Chris, I'm Nahuel from Argentina and want to open an LLC in Wyoming.
do you know if I can manage 2 activities in just one LLC? My main activity come from my web developer job and the second one would be an ecom businness.
I want to hire your service to help me with the LLC creation.
Have a great day.
Best regards.
Hi Nahuel. Thank you for watching and for your question.
Yes, to save on the fees of having two LLCs, you can have more than one business purpose/division for one LLC. For example, you could have multiple websites owned by one LLC (e.g., one promoting web development and one or more for e-commerce).
With that said, if your goal is to sell one of your business lines in the future, or you just want to keep the books and financial statements completely separate, you can consider two LLCs. Most people opt for one LLC, but it depends upon your tolerance for fees and your objectives.
I am not taking on foreign clients at this time, but here is my video on how to form a WY LLC on your own: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Note that, when you get to the EIN section, you simply select "yes" you are a foreign individual. Best of luck to you and your business!
Best regards,
Chris
If one opens an LLC in Wyoming, can a formerly formed LLC be under its ownership without tax repercussions?
Hi. If you ultimately want to have a Wyoming LLC but don't want to dissolve your existing LLC, you have a couple of options.
First, you can form a WY LLC as a holding company (which you would own) and transfer the membership interests of your existing LLC into the WY LLC (so long as this is not prohibited by your Operating Agreement or Articles of Organization).
Second, you can "domesticate" your existing LLC to Wyoming, provided that your state allows it. Here is an article with a list of states which allow it: www.incfile.com/blog/post/moving-llc-to-another-state.
Another option is to dissolve your existing LLC and form a new one, but that may be a hassle if you have bank accounts, contracts, etc.
Regarding the tax implications, unfortunately I cannot give you tax advice and would recommend you speak with your CPA or other tax advisor about each of the two options above.
Note that, if you domesticate your existing LLC but do business in your current state, then you'll have to qualify that LLC to do business in your current state.
Hope this helps.
Best regards,
Chris
Which would you recommend for a beauty Online only business. What about Kentucky?
Hi Ashley. Thanks for watching my video and for your question. If you are located in Kentucky and don't have some of the concerns I expressed in my video recommending WY, DE or NV, Kentucky might be fine for your purposes.
If you are going to form the LLC on your own, here is a video which can help you do it with Incfile: ruclips.net/video/rf6ake4zxcg/видео.html. This doesn't cover Kentucky, but the principles are the same. If you choose Wyoming, here is a video specific to WY: ruclips.net/video/Zl-CxK7L6Hg/видео.html.
Please let me know if you have other questions. If you prefer that I help you, you can reach me via my website (www.chrisjacksonlaw.com).
Thank you, and I wish you the best!
Best regards,
Chris
Again I’m confused ! No I’m not from Kentucky. I figured since the business would be online it wouldn’t matter I’m in TX where the filing fee is much higher. This something I’m needing to get for business funding. Thanks for your response
@@ashleyc9867 Hi. If you’re in TX and not Kentucky, then I’d choose WY. With that said, check to see whether you have to qualify your WY LLC in TX.
Here are the rules in TX: www.sos.state.tx.us/corp/foreignfaqs.shtml#:~:text=Texas%20statutes%20do%20not%20specifically,one%20of%20its%20purposes%20in
If you have to qualify a WY LLC in TX based on the above, you can avoid extra fees and just form a TX LLC.
Hope that makes sense.
Best regards,
Chris
I’m lost with what it’s saying🤦♀️ I’m sorry I don’t know if it’s saying yes but you have to fees or no .
@@ashleyc9867 Hi Ashley. I can’t give you legal advice unless you retain me, but I suspect that you should probably just set up your LLC in TX. Best regards, Chris
There is a strategy that recommends having all individually operated limited liability companies in
another state held by a single Wyoming holding company llc whose sole purpose is to be a holding
company. The Wyoming holding company llc is the sole member of each wholly owned subsidiary llc.
These member managed subsidiary limited liability companies would be treated as disregarded entities
that are taxed as sole proprietorships. Thus their profits would pass through to the Wyoming holding
company. The Wyoming holding company, in turn, would receive S Corp tax election, and its profits
would pass through to the individual owner's individual tax return.
My question is the following: If someone were to apply this strategy in a context where they only
wanted to set up a few individually operated subsidiary limited liability companies, then in that
particular context, wouldn't it be better to have each llc owned by a separate Wyoming holding llc
instead of all of them belonging to a single Wyoming holding company llc? The reasoning is as
follows: If they were all owned by the same Wyoming holding company llc, then if the corporate veil
(llc veil, in this case) were to be pierced for one of the individually operated subsidiary llcs,
then the Wyoming holding company llc would be considered one and the same as the subsidiary llc that
gets pierced, and therefore, the plaintiff attorney could go after the assets of the Wyoming holding
company llc, and those assets would include all of the other individually operated subsidiary limited
liability companies because they are wholly owned subidieries of that same Wyoming holding llc. Is
that reasoning correct?
Hi. Thanks for watching my video and for your question. Note that I cannot give tax advice, and I will not give legal advice unless I am retained. With that said, here are some general things to consider:
1. Yes, your reasoning has merit.
2. The structure of the entities is largely dependent on a person's tolerance for risk, cost and complexity.
3. If there is just one holding company for all LLCs, and the plaintiff both (i) prevails against the operating LLC and (ii) successfully pierces the veil of the operating LLC to get to the assets of the WY LLC, then you are correct that the assets owned by the WY LLC would be exposed.
4. With that said, and as you know, the WY LLC holding company does not own the assets of the other LLCs, but rather it owns the membership interests of the other LLCs. The plaintiff would thus have a charging order against distributions to the WY LLC from the subsidiary LLCs.
5. So, if you want to maximize asset protection, you can have one WY holding company for each operating LLC. Or, you can as you suggested limit the number of subsidiary LLCs under each holding company. At a very minimum though, in my view, one should have a WY holding company for all of the operating LLCs. Or, as a last resort, if someone absolutely does not want to incur the costs or complexity of the holding company structure, then they should have a WY LLC that qualifies to do business in the applicable state.
Again, great questions, and I hope this helps!
Best regards,
Chris
@@cjlawvideos Hi Chris. Thank you for the wonderful response. You provide great content in your videos.
In the scenario where someone absolutely does not want to incur the costs or complexity of the holding company structure, and they choose to have a WY LLC that qualifies to do business in the applicable state, I'm assuming that they would lose the anonymity that a WY LLC provides once they register/foreign file in the other state, if the other state is not one of the states that provide anonymity. Is that correct?
@@user-bp2jj2zn1b Thank you for the kind words. Good question again. It really depends upon what information a particular state requires of the foreign entity qualifying to do business in that state. Also, whether the WY LLC has to qualify to do business in a state depends upon a number of factors, and these vary by state (e.g., what amount of income comes from that state, are wages paid in that state, etc,). For example, in CA the statement of information requires that either the Manager or the Member be listed. So, a holding company structure would allow you to list the WY LLC as either the Member or Manager, and this would preserve anonymity. The best thing to do in your state is try to find a foreign (out of state) LLC listed with the secretary of state's office in your state, and see what information they absolutely require (some is optional). Best regards, Chris
@@cjlawvideos Thank you for another great answer.
@@user-bp2jj2zn1b You are welcome. By the way, in case you don't know this, I have a video on how to form an LLC in WY. Here is the link: ruclips.net/video/Zl-CxK7L6Hg/видео.html. Best of luck to you!
Can someone else trademark your Llc?
Hi. I can't give you legal advice without being retained as your attorney, but if someone later trademarks the name of your LLC, you should be free from liability since you are using the name prior to their trademark. If you are concerned about your LLC's name being trademarked, and you want to own all rights to that name throughout the U.S., it's a good idea for you to trademark your LLC's name. Best of luck to you, and thank you for watching! Best regards, Chris.
@@cjlawvideos thank you 😊
@@e.m.a7155 You’re welcome!