Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Hi and thanks for your question. Yes, you can do this in California. First, you file articles of dissolution for your LLC using this form: http://www.sos.ca.gov/business/llc/forms/llc-3_4-7_4-8.pdf
Next, you file a fictitious name certificate. What county are you operating in?
San Diego. Now I want to keep my current name and ensure someone else doesn't scoop it up, while the whole thing is in process
Here is the form you need to file the fictitious name certificate. http://arcc.co.san-diego.ca.us/arcc/docs/FBN_Application12.pdf
Is it for the name you were previously using for the LLC? Or did the LLC have a fictitious name certificate filed for this other name?
When you fill out the fictitious name certificate, you will put the ownership of the dba name under the S corporations.
The LLC was formed with the name & I did have to file a DBA for it. Do i need to keep the EIN or go under the corporate one or is this a question for the tax guy?
Sorry, I was a little unclear as to whether the name you want to file the fictitious certificate for was the actual name of the LLC you are dissolving, or if the LLC was operating under a different name pursuant to a fictitious name certificate it had filed. If you just want to use the name of the LLC, the two steps above are all you need to do. If it is for another name that the LLC had already filed a certificate for, you will have to file this form: http://arcc.co.san-diego.ca.us/arcc/docs/FBN_Abandonment12.pdf in order to release the name before you file the certificate for the LLC.
You cannot keep the EIN for the dissolved LLC. You can operate under the corporate EIN if the company using the dba is part of that corporation.
If it is just a sole proprietorship dba, you do not get an EIN, by law you must operate under just your social security number.
Basically, if you are just switching ceasing the LLC and ceasing the business of the S corp., and transferring the business of the LLC over to the S corp, then you would just continue to use the S corp EIN.
Sorry about the lack of clarity. For example I filed the LLC as Orange & I had to also file a DBA as Orange. Orange has an EIN, a sellers permit, business license. Now I want to operate this business under our corporation Pear Inc as the dba Orange. Pear Inc is our corporation we've had for 8 years.
Gotcha. That's what I thought, just wasn't clear. So, first file the dissolution for Orange, then file the abandonment for Orange to release Orange and then file a new certificate of fictitious name for Pear to dba Orange. Hope that makes sense!
Although I'm not sure why you had to file both the LLC and the dba for Orange - usually if you file the LLC with the name you do not have to file a fictitious name certificate for the same name. But if you did file one, it will have to be abandoned by Orange before Pear can file to use it.(The abandonment and the dissolution can be filed simultaneously).
And then you would begin to operate using the Pear entity but dba as Orange, and continue to use the Pear EIN.
Thank you. XXXXX save and exit does this info get saved somewhere for me so I can look up your recommended sites
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).