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What do I need to file in new jersey if I am redomesticating

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what do I need to file in new jersey if I am redomesticating the c corp to texas
Submitted: 2 months ago.
Category: Tax
Expert:  Tax.appeal.168 replied 2 months ago.

Hello. Thank you for choosing this Q&A service for assistance. We appreciate your trust in us. My name is Angela. I will be assisting you.

Q: what do I need to file in new jersey if I am redomesticating the c corp to texas

A: This process will not be a cut and dry situation. There are a few steps that you need to take. The route that you decide to take will determine what documents need to be completed. SEE BELOW:

Moving a corporation

If you move your corporate offices to a new state, you have one of three options: continue as a corporation in the old state and register as a foreign corporation doing business in the new state (undertake foreign qualification in the new state); dissolve the corporation in the old state and form a corporation in the new state; or do a reorganization, where a corporation is formed in the new state and the old corporation is merged into it. To make your choice, consider the following factors:

  • Ongoing state fees. If you maintain the old corporation and register to do business in a new state, you must pay duplicative annual report and/or franchise taxes. You’ll pay both a fee to your old state and a fee to the new one. If you incorporated in Delaware or Nevada, you were probably already foreign qualified to transact business in the state where you were located (making you a foreign corporation in that state). In this case, you can register as a foreign corporation in your new state and end your foreign corporation status in the previous state.
  • Federal tax issues. Liquidation may result in income taxes to the corporation and its shareholders. For example, when a C corporation with appreciated assets liquidates, it must recognize income. Shareholders who receive assets upon liquidation also recognize income if their stock has appreciated. Since S corporations are “pass-through” entities, there may be no immediate cost to the corporation or its shareholders.
  • Reorganization. For a C corporation, this can be entirely tax-free. There is no tax on the merger of the old corporation into the new one. It’s as if there had been no change for federal tax purposes, but the merged corporation does cease to exist in its original state.
  • Dissolution costs. If you dissolve your business—whether C corporation or S corporation—and either form a new one or merge it into a new corporation, you must go through the formalities of dissolving the old one. The specifics depend on the state where you had the old corporation. Generally, it requires document preparation (dissolution papers or forms), a filing with the old state and paying any outstanding taxes and dissolution fees.

REFERENCE SOURCE:

https://www.bizfilings.com/toolkit/research-topics/running-your-business/how-to-move-your-business-llc-or-corporation-to-another-state

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Expert:  Tax.appeal.168 replied 2 months ago.

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