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Law Pro
Law Pro, Attorney
Category: Business Law
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Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I have a Pennsylvania LLC which formed when I lived in PA.

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I have a Pennsylvania LLC which formed when I lived in PA. The address of the LLC was my home address. I have moved out of PA the end of 2009, but I kept the PA LLC and used my old address. I believe this is a problem because I believe I need a PA address to have a PA LLC. I moved to Connecticut and correctly established a business entity in the state. I pay CT taxes but do not in PA because I don’t do any business there. From a legal stand point I am obviously out of compliance but probably not from a tax stand point. I probably should withdraw from PA and incorporate in another state. Do you have any thoughts on this? Are my assumptions above correct? What forms do I have to file in PA? I know in CT I file Form OP-424, Business Entity Tax Return. What is the best solution to this problem? What is the best state to incorporate in for an LLC?
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Pro replied 1 year ago.
My goal is to provide you with excellent service. My name is XXXXX XXXXX I’m going to assist you with your question.

You are correct in your assumptions - you either need to have a PA address OR a registered agent.

If you formed a company in CT - then you should dissolve the PA LLC.

Here is a link to all the forms and procedure to dissolve a PA LLC:

http://www.northwestregisteredagent.com/dissolve-pennsylvania-llc.html

The problem if youu don't dissolve the PA LLC is that you can be fined and that while the business is "alive" you are suppose to be filing tax returns regardless if no income or not operating which can lead to penalties regardless.

So I suggest that you do dissolve the PA LLC asap.


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Customer: replied 1 year ago.


i did not form an LLC in CT. I file as a Foreign LLC. Also, i did file with PA, but since I did not earn any income in PA i paid no tax.

Expert:  Law Pro replied 1 year ago.
Oh. I didn't know that - I thought you formed a brand new company in CT.

OK, good you filed your PA taxes - that relieves any potential penalties and interest problems.

Then all you need to do is have an address in PA or a registered agent to accept service of process and have a registered address with the state of PA.

Here's a link where you can pay a company for such:

http://www.incorp.com/pennsylvania-registered-agent.aspx

It's $99 per year.

I would either dissolve the PA LLC or use that or a similar service if you can't get a family or friend to use their address.



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Customer: replied 1 year ago.

according to the link you send me there is no fine associated with not filing an annual report. so maybe i should incorporate in another state and don't to anything with PA. what do you think and also which state is best for an LLC.

Expert:  Law Pro replied 1 year ago.
No, no fine if you don't BUT you have to file the centennial report OR your corporation isn't completely operating correctly and you have filed a foreign corporation so your LLC is suppose to be maintaining the corporate formalities in PA.

The best state to form an LLC in without a doubt is Nevada - members of an LLC formed there can only be personally liable if they commit actual fraud.

So if you're going to form a new corporation - form it in Nevada.

There are all types of websites that can assist you for the formation of such for a nominal fee.


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Customer: replied 1 year ago.


what is the centennial report?

Expert:  Law Pro replied 1 year ago.
Sorry it's the decennial filing.

In general, it is a report of an entity’s continued existence or use of certain marks. 54 Pa.C.S. § 503, § 1314, § 1515. Decennial filings are made every ten years during the years ending with the numeral "1" (e.g. 2001, 2011, 2021). The legislative intent for requiring these filings is to identify business names or marks that are no longer in use so that they may be reissued and placed back into the stream of commerce.

Q. Who is required to file a decennial report?

All domestic and foreign profit and nonprofit corporations, limited liability companies, limited partnerships, limited liability partnerships that are not also limited partnerships, business trusts, insignias and "marks used with articles and supplies" that have not made a new or amended filing with the Corporation Bureau from January 1, 2002 through December 31, 2011 shall during the year 2011, file in the Department of State a report that they continue to exist. 54 Pa.C.S. § 503(b)(1), § 1314(b), § 1515(b). Fictitious names and trademarks are not required to make decennial filings.





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Customer: replied 1 year ago.


you are doing a great job! let's assume for this tax year i remain with the PA LLC. i have friend in PA and i can use her adress or i could go with service. i assume it makes no difference. what forms do i have to file this year for the tax year 2012?what is the cost?last year it was zero.

Expert:  Law Pro replied 1 year ago.

Thanks!


For Corporation Tax Purposes:
A limited liability company (LLC) doing business in Pennsylvania or registered to do business in Pennsylvania is subject to capital stock/ foreign franchise tax regardless of their federal income tax status and is required to file the RCT-101, PA Corporate Tax Report. When filing the RCT-101, PA Corporate Tax Report, the LLC must submit a complete copy of its federal income tax return including all schedules, statements and federal Schedules K-1 to:

With Payment
PA DEPT OF REVENUE
PAYMENT ENCLOSED

PO BOX 280427
HARRISBURG PANNN-NN-NNNNbr/>
So, even if you don't have any income - you must still file.






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Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24171
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
Law Pro and 12 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

You forgot this part of my question for the registered agent


 


i have friend in PA and i can use her adress or i could go with a paid service. i assume it makes no difference.

Expert:  Law Pro replied 1 year ago.
No, it doesn't make a difference - you just need an address in PA.

So it your friend will do it for free - then use them certainly.
Customer: replied 1 year ago.


i am all set, u forgot to answer this but i already had paid you.

Expert:  Law Pro replied 1 year ago.
What did you forget to ask? You asked multiple questions with the last being:

i have friend in PA and i can use her adress or i could go with a paid service. i assume it makes no difference.

I answered:

No, it doesn't make a difference - you just need an address in PA.

So it your friend will do it for free - then use them certainly.
Customer: replied 1 year ago.


I asked this in an earlier question and you never responded to it. i believe i should not have to pay you twice? i gave you a good tip?

Expert:  Law Pro replied 1 year ago.
What was the earlier question that I didn't answer? In review of your questions I don't see any that I didn't answer.
Customer: replied 1 year ago.

i paid you $20 plus a $5 tip?correct?

Expert:  Law Pro replied 1 year ago.
Hi, in review I would appear that you did pay JustAnswer that amount. Thank you.

Again though, what was the earlier question that I didn't answer? In review of your questions I don't see any that I didn't answer.

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