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    #1

    Moving a LLC from one state to another

    Client has a LLC that was originally formed in WI. He has moved here (TX) and moved the LLC to Texas registration. He closed the partnership at the federal level when he filed the 2011 1065.
    Is this correct? Do you have to close the partnership at the federal level or can you close the LLC in one state and open it in another w/o changing anything at the federal level?

    Thanks
    You have the right to remain silent. Anything you say will be misquoted, then used against you.
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    #2
    Originally posted by WhiteOleander View Post
    Client has a LLC that was originally formed in WI. He has moved here (TX) and moved the LLC to Texas registration. He closed the partnership at the federal level when he filed the 2011 1065.
    Is this correct? Do you have to close the partnership at the federal level or can you close the LLC in one state and open it in another w/o changing anything at the federal level?

    Thanks
    If the composition of the LLC has not changed, i.e. it was a multi member LLC and filing a 1065, and will continue to do so, I see no reason to upset the applecart.

    Years ago a client has a Texas charter for his corporation. He formed a new corporation under Alabama law and by corporate resolution memorialized the change. We continued to use the old FEI (started with 75 as I recall) for the Alabama cor;poration without missing a step.

    Or as one might opine: What IRS didn't know didn't hurt anyone.
    No questions were ever raised.
    ChEAr$,
    Harlan Lunsford, EA n LA

    Comment

      #3
      Originally posted by ChEAr$ View Post
      If the composition of the LLC has not changed, i.e. it was a multi member LLC and filing a 1065, and will continue to do so, I see no reason to upset the applecart.
      I would agree, I think only at the state level would he have to do some paperwork.
      http://www.viagrabelgiquefr.com/

      Comment

        #4
        Well, I just wanted to make sure I wasn't missing something. Since the LLC is disregared by the IRS, I didn't think they should file a final 1065 to move to a new state. But, of course they did. The wonderful world of DIY and Turbo Tax.
        You have the right to remain silent. Anything you say will be misquoted, then used against you.

        Comment

          #5
          Amend??

          Can you amend that return to take the "final" check mark off the return? Then it would continue.
          I agree that the changes would be through the state. He didn't close or stop business. He simply moved to another state. Change of address with IRS would be needed.

          But he would have to file for an LLC in Texas. Then don't know if possible to merge the old one with new one....probably not. He would notify old state that he had moved and no longer doing business in Wisconsin.

          Linda, EA

          Comment

            #6
            Did he dissolve the WI LLC or register it in TX as a "foreign" LLC?

            This is the crux of the question.

            An LLC is an operation of law. An LLC formed in WI (or any other state) may do business in another state as a "foreign" LLC (foreign because it is not an LLC of the state it is doing business in, not because it is from outside the US). In this case the original LLC is preserved, including all tax history (EIN, balance sheet, etc). However, if a new LLC is formed in TX (even if it uses the exact same name as the WI LLC) then you have a new legal entity which will require a new EIN and a new "tax history" has begun.

            Comment

              #7
              He dissolved and opened in TX. This is a big mess. I have found 4 EINs for this company so far. I can't amend 2011 and change from final because he has a new EIN already. It is a total mess.
              I'm not sure what I will be doing. He shows zero inventory left on this latest return. I asked him if he indeed sold all his inventory. He said no, but he didn't know what to do since he was marking it final.
              He has amassed huge losses over the years and I'm not sure he even has a basis to deduct them on his personal.
              And, he came in to us because the mortgage company said they would not use the returns as they are done. He wants to refinance or something. He wanted us to write a letter stating we reviewed the returns and they were done correctly. Yeah right.
              I figure he will come get his stuff and move on.
              I think that entity returns should only be allowed to be prepared by someone with a PTIN. It would cut down on some of this DIY stuff being filed.
              You have the right to remain silent. Anything you say will be misquoted, then used against you.

              Comment

                #8
                It's amazing what some lenders will ask tax preparers to do. But I think in some cases they're already reluctant to make the loan and they're just using the tax preparer as a foil. I think you're right to refuse - I wouldn't even write that letter if I HAD prepared all the prior years returns.
                "The only function of economic forecasting is to make astrology look respectful" - John Kenneth Galbraith

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