Business Law

Ask a Business Lawyer. Get Business Law Questions Answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

Business Law
This answer was rated:

I'm running my business as an llc registered in California.

I'm running my business...

I'm running my business as an llc registered in California. Looking to become incorporated in Delaware and dont want to change business names. I also want to have a fresh start on my accounting. Is this possible?

Lawyer's Assistant: Can you tell me what state the LLC is registered in?

California

Lawyer's Assistant: Has anything been officially filed? If so, what?

My company is officially filed and registered as an llc for the passed 6 years

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

Just starting to research incorporating in delaware

Show More
Show Less
Ask Your Own Business Law Question
Answered in 21 minutes by:
7/29/2017
Roy Hadavi
Category: Business Law
Satisfied Customers: 1,107
Experience: Attorney at Law Offices of Rosenstein & Associates
Verified

Hi. My name is ***** ***** I am licensed California attorney. I would be happy to provide assistance.

Before I answer your question, what is the reason that you wish to convert your LLC to a corporation registered in Delaware?

Ask Your Own Business Law Question
Customer reply replied 6 months ago
I want to issue shares and an inc is more attractive for future

Converting from an LLC to a corporation is very simple. Here are the steps:

  1. Members and Managers (if applicable) sign minutes approving the conversion.
  2. Members and Managers (if applicable) sign a plan of conversion.
  3. File articles of conversion (click here for the forms) with the California Secretary of State.

As long as there is no corporation using the name that you want to use you can simply change the name from NAME, LLC to NAME, Inc.

Transferring to Delaware is also simple. Here are the steps:

  1. Form a Delaware corporation (as long as the name is ***** ***** Delaware you may use it).
  2. Have the Delaware corporation purchase all of the membership interest in the California LLC.
    1. The Delaware shareholders and officers will have to sign minutes approving the merger.
    2. The California members and managers (if applicable) will have to sign minutes approving the merger.
  3. The Delaware shareholders and officers, then vote to close the California LLC.
    1. You file dissolution papers with the California Secretary of State. Click here and see number 7.
  4. Register as a foreign corporation in California (if you have offices and operate in California).

I am sure you have done research regarding transferring to Delaware. I also know that there is a lot of information on the internet on how attractive it is to incorporate in Delaware. However, here is the truth. If you do business in California (if you are a big company or a small company) investors and vendors will find it suspicious that you are not incorporated in California. As a licensed California attorney, my first instinct whenever I see a California company not incorporated in California is that the company is trying to do something less than honest. There truly are no real advantages to being incorporated in another state, than the one you are operating in.

Regarding the accounting - the only way to have a fresh start is to skip the above steps, close down the current LLC and open up a new corporation. Otherwise, the LLC's financials follow.

Thank you so much for allowing me to help you with your question. I have done my best to provide information which fully addresses your question. If you have any follow up questions, please ask! There is no additional fee. If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service as Good or Excellent (i.e., 4 or 5 stars)(hopefully Excellent/5 stars!). Otherwise, I receive no credit for assisting you today. I thank you in advance for taking the time to provide me a positive rating!

Ask Your Own Business Law Question

Hi. Did you have any follow-up questions or need me to clarify anything? If not, I would appreciate you rating my service as Good or Excellent (i.e., 4 or 5 stars)(hopefully Excellent/5 stars!). Otherwise, I receive no credit for assisting you today. I thank you in advance for taking the time to provide me a positive rating!

Ask Your Own Business Law Question
Customer reply replied 6 months ago
I do business in several states. I currently am doing business in California, Texas, and PA.
The ultimate goals are:
1. Purchase another company. This company is based in Hong Kong, however, operates in Hong Kong, London, and ShenZhen, China.
2. Purchase this company when Expert Xpress, LLC becomes and INC
3. Issue Shares of Expert Xpress, INC to previous owners of the Hong Kong company also to couple of my employees here in the USA
4. Lump everything together as Expert Xpress, INC then present to prospective investors and raise 5 million dollars to expand into 2 locations in Canada, Australia, and to pay off the Hong Kong company.
5. Once structure is complete, open for IPO or Selling the entire company all together to buyers
6. to have new books and not carry over LLC to INC.

Okay. What is your question?

Ask Your Own Business Law Question
Customer reply replied 6 months ago
would Incorporating in Delaware or California allow me to reach my goals? Is there a difference?

In the modern era the advantages of a Delaware corporation have been significantly reduced to the point where it truly does not provide any real advantage.

Since your company is located in California it will be much more appealing for investors and vendors alike to see that you are incorporated in the state that you are primarily conducting business in.

However, either option would allow you to reach your goals.

Roy Hadavi
Category: Business Law
Satisfied Customers: 1,107
Experience: Attorney at Law Offices of Rosenstein & Associates
Verified
Roy Hadavi and 87 other Business Law Specialists are ready to help you
Ask your own question now
Customer reply replied 6 months ago
thank you

You're very welcome.
Thank you so much for the 5-star rating! I know rating takes an additional step and I truly appreciate you taking the extra time! It's been my honor and privilege to help you with this. If I can help you in any way in the future, I'll be happy to help. For easy access, my bookmark is: https://www.justanswer.com/law/expert-royhadavi/ Or, simply request “Roy only” in the first line of your question.

Ask Your Own Business Law Question
Ask Roy Hadavi Your Own Question
Roy Hadavi
Roy Hadavi
Roy Hadavi
Category: Business Law
Satisfied Customers: 1,107
1,107 Satisfied Customers
Experience: Attorney at Law Offices of Rosenstein & Associates

Roy Hadavi is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

1,851 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

751 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

646 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

577 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
I'm the managing member in an LLC with my business partner
I'm the managing member in an LLC with my business partner and I'm also the member with the larger share percentage. Its a multipfaceted bar/nighclub busniess with a reatils store. .5+ … read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
I am starting a consulting business and considering an LLC.
I am starting a consulting business and considering an LLC. I am also an artist. Can I combine the two businesses in one LLC so I can write off my studio rent and expenses legally?… read more
TaxAttorneytoHelp
TaxAttorneytoHelp
Owner
Doctoral Degree
2,542 satisfied customers
Can a majority shareholder force a minority shareholder to
Can a majority shareholder force a minority shareholder to sell shares in a Nevada corporation? What remedies do minority shareholders have to prevent this action? … read more
DrakeLAW
DrakeLAW
Juris Doctorate
1,036 satisfied customers
What are the differences between an LLC and a company that
What are the differences between an LLC and a company that becomes INCorporated? Thanks Kevin… read more
Roy Hadavi
Roy Hadavi
1,107 satisfied customers
I have a question about corporate law. I am 50% shareholder
Second opinion] I have a question about corporate law. I am 50% shareholder in an s corporation. My business partner spends half of the year abroad. He is currently out of the country. Our business is… read more
Michael Bradley
Michael Bradley
JD
1,195 satisfied customers
I have a question about corporate law. I am 50% shareholder
I have a question about corporate law. I am 50% shareholder in an s corporation. My budiness partner spends half of the year abroad. He is currently out of the country. Our business is no longer solve… read more
Damien Bosco
Damien Bosco
3,628 satisfied customers
My business is registered in Delaware as an LLC with a
Hi Pearl, my business is registered in Delaware as an LLC with a partner. My partner is no longer with the company. I would like to move the business to PA where I live. I am also changing the name of… read more
Roy Hadavi
Roy Hadavi
1,107 satisfied customers
I have a Tennessee corporation LLC that is being sued in
I have a Tennessee corporation LLC that is being sued in Colorado. If they want to pierce the veil of the LLC do they have to pursue that in Tennessee or can they do that in Colorado? … read more
Ray
Ray
Lawyer
Doctoral Degree
31,321 satisfied customers
Is there a rule which requires that a corporation (or LLC)
Is there a rule which requires that a corporation (or LLC) must have a lawyer in a civil case?… read more
Damien Bosco
Damien Bosco
3,628 satisfied customers
The 60% business owner to an LLC with no articles of
the 60% business owner to an LLC with no articles of organization, has done things that makes all of us want to separate. however the 40% owners hold all MHIC licenses. Can the 60% just move the compa… read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
1,851 satisfied customers
We have an s corporation. In the shareholder agreement there
We have an s corporation. In the shareholder agreement there is a provision that the corporation must repurchase shares from minority shareholder when offered. Shareholder Agreement further states tha… read more
Roy Hadavi
Roy Hadavi
1,107 satisfied customers
I have a LLC business in the state of Texas. It is currently
I have a LLC business in the state of Texas. It is currently a sole proprioter. If I want to add 2 partners do I need to change it to a corporation? Or can I leave as is and just generate an agreement… read more
Ray
Ray
Lawyer
Doctoral Degree
31,321 satisfied customers
If I start a Corp with a few shareholders and then form an
If I start a Corp with a few shareholders and then form an LLC with the corp as a member with another person as the other member, will the corp have liability protection from lawsuits against the LLC … read more
KLAW
KLAW
Juris Doctorate
1,843 satisfied customers
Converting my llc business to a c corporation and looking
Converting my llc business to a c corporation and looking for a lawyer to sign the paperwork … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,726 satisfied customers
Do all shareholders, ( 3 shareholder corporation) have the
Do all shareholders, ( 3 shareholder corporation) have the right to inspect the bank accounts? (florida corporation) … read more
Dwayne B.
Dwayne B.
Juris Doctor
28,764 satisfied customers
Is shareholder approval required to move a corporation out
Is shareholder approval required to move a corporation out of Nevada? We did a conversion to Colorado before our new annual list of officers and directors and business license was due. I think that is… read more
Ray
Ray
Lawyer
Doctoral Degree
31,321 satisfied customers
We registered a foreign corporation in California (for our
Hi,We registered a foreign corporation in California (for our Delaware C-Corp company) in May 2017.We have now decided to withdraw/surrender our foreign corporation in California as we will be dissolv… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,726 satisfied customers
Foreign corporation and US citizen resident set up LLC as
Foreign corporation and US citizen resident set up LLC as partnership. Foreign corporation will invest in LLC. Can my foreign company be the owner and/or member of our US LLC ?… read more
LawGuy
LawGuy
Juris Doctor
123 satisfied customers

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).

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).

Show MoreShow Less

Ask Your Question

x