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I have had a CA LLC for a couple of years with ) 0 - minmal income. Under this LLC I have

no debts except the capital...
I have had a CA LLC for a couple of years with ) 0 - minmal income. Under this LLC I have no debts except the capital I have put in. I have a sellers permit and an EIN. I also have a CA S corporation ~ 8 years with my husband; which we were planning on closing down due to bad economy & him having to get a job at another company. I am going to finally focus on my LLC. This year our tax guy advised we shut them both down & go sole proprietor and stop paying the corporate tax with so little income against it. However, we have recently found that it will be wiser to keep our S corporation for ease & cost savings of insurance, established credit, contractor license. & recent inquiries for work. I would like to dissolve my LLC and keep my current DBA and refile that as a DBA under the corporation. Can I do this in CA and how? I am confused by all the options I find on the government sites: mergers, conversion, dissolution
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5/3/2012
kattorney
kattorney, Attorney
Category: Business Law
Satisfied Customers: 1,169
Experience: 16 years experience with a concentration in business, corporate and contracts law
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Kathie Russell :

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

Kathie Russell :

Next, you file a fictitious name certificate. What county are you operating in?

Customer:

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

Kathie Russell :

Here is the form you need to file the fictitious name certificate. http://arcc.co.san-diego.ca.us/arcc/docs/FBN_Application12.pdf

Kathie Russell :

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?

Kathie Russell :

When you fill out the fictitious name certificate, you will put the ownership of the dba name under the S corporations.

Customer:

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?

Kathie Russell :

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.

Kathie Russell :

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.

Kathie Russell :

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.

Kathie Russell :

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.

Customer:

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.

Kathie Russell :

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!

Kathie Russell :

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).

Kathie Russell :

And then you would begin to operate using the Pear entity but dba as Orange, and continue to use the Pear EIN.

Customer:

Thank you. XXXXX save and exit does this info get saved somewhere for me so I can look up your recommended sites

kattorney
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Experience: 16 years experience with a concentration in business, corporate and contracts law
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