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Published by Eva Rosenberg, MBA, EA

Volume 2, Issue 73        July 28, 2000

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» From: Sunny San Diego ...

Dear TaxMama,

To incorporate or not? In which state, CA or Nevada or Delaware? And LLC or S Corp?

Rob
TaxMama Replies
Hey Sveetheart!

A. Are you planning to leave California in the next couple of years?

Go ahead and incorporate in Nevada as an S Corp. The laws for SCorps are uniform throughout the US. So you'll have personal liability protection in all states. AND after you pay your wages, your profits will come to you free of Self-Employment taxes save you a bundle over using a Schedule C. (On either LLCs or S Corps, all the income will flow through to your personal return, here in Calif. So you'll be paying CA taxes anyway.)

However, LLCs have different rules in each state. Since your business really cuts across state lines, and since you don't have a team of attorneys, in each state, at your disposal, like KPMG or the big boys ... stick with something, safe, easy and understandable.

Oh - and Nevada provides better protection against lawsuis than Delaware. But, the state has instituted a business license that will add a couple of hundred dollars to your fees each year.

B. Are your offices here in CA? Do you want to be free to do business, openly, in CA and be able to sue people in Calif courts, etc.?

If you're not a Calif corp you'll have trouble filing, even in small claims court. Legally, you'd have to register as a foreign corp anyway and pay all the fees.

Currently, Calif has waived the base taxes for the first two years for new corporations no $800 minimum tax each year!

Talk to incorp services, inc., they're much cheaper than an attorney.


When you're done, sit down with your tax pro to work out the details and do the filing of the S Corp election forms for you she doesn't do that.

Best wishes
Eva Rosenberg
Your TaxMama

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Eva Rosenberg
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