Dissolving an LLC and forming one w/ the same name

P

Pipan

New Member
Jurisdiction
Texas
Hello

I registered my first business in March 2018 in Wyoming, while I am a resident of Texas. The business did not operate in Wyoming or anywhere else, and as a result it did not make any money, but obviously I had to pay for some branding and registration fees. Soon, I am going to start operating in Texas, and I have concluded that there was no good reason for me to register it in WY. Now I need to register in Texas.

I do not think I want to register the existing company in TX as a foreign entity since 1) in TX registering a domestic business costs $300, while a foreign business $700!!. I am thinking about registering a company with the SAME name in TX, and then dissolving the one in WY, which saves me $400, and 2) I do not have to pay and submit the annual fees and report to WY for years without operating there.

I do not think Domestication option to transfer the company from WY to TX is going to cost less or be easier than forming new LLC.

Please let me know if you think what I am thinking is correct.

Thank you
Pipan
 
Your post doesn't appear to raise any legal issues, but I can tell you that there is rarely any good reason for a single-owner (or other small) corporation or LLC to be incorporated or organized in a state other than the state in which the single owner lives and in which the company will conduct business.
 
zddoodah said:
Your post doesn't appear to raise any legal issues, but I can tell you that there is rarely any good reason for a single-owner (or other small) corporation or LLC to be incorporated or organized in a state other than the state in which the single owner lives and in which the company will conduct business.
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Thank you.
My question in particular is that do you think it is sound to Register a new business with the same name in Texas and then dissolving the original one, rather Registering the original business as a foreign entity in Texas (basically operating the same company in two states).
 
Pipan said:
do you think it is sound to Register a new business with the same name in Texas and then dissolving the original one, rather Registering the original business as a foreign entity in Texas (basically operating the same company in two states).
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I can't judge the soundness or appropriateness of what you posit, I can say If you are the OWNER of WYOMINGCO, nothing would prevent you as the LEGAL OWNER from using WYOMINGCO as the name in Texas.

I doubt that you would bring a lawsuit against yourself.

Have you asked yourself if you need to be a "company", LLP, LLC, sole proprietorship, or a partnership?

If you're married, you and your spouse will be a partners in all that you do in Texas by operation of our laws, as long as you acquire assets during the marriage.

Before you do anything, you might want to consult with a Texas CPA, tax attorney, or general business attorney to determine what might be appropriate for you based on many more things than the mere price of forming a legal entity.

After all, mate, this is your livelihood (or at least part thereof), and you want to exercise all due diligence and caution before you hastily proceed.
 
Pipan said:
My question in particular is that do you think it is sound to Register a new business with the same name in Texas and then dissolving the original one, rather Registering the original business as a foreign entity in Texas (basically operating the same company in two states).
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I understood your question. However, as I said, it doesn't raise any legal issues. Please re-read (or read) the disclaimer at the bottom of each page at this site and consider whether you want anonymous strangers telling you how to run your business.
 
army judge said:
I can't judge the soundness or appropriateness of what you posit, I can say If you are the OWNER of WYOMINGCO, nothing would prevent you as the LEGAL OWNER from using WYOMINGCO as the name in Texas.

I doubt that you would bring a lawsuit against yourself.

Have you asked yourself if you need to be a "company", LLP, LLC, sole proprietorship, or a partnership?

If you're married, you and your spouse will be a partners in all that you do in Texas by operation of our laws, as long as you acquire assets during the marriage.

Before you do anything, you might want to consult with a Texas CPA, tax attorney, or general business attorney to determine what might be appropriate for you based on many more things than the mere price of forming a legal entity.

After all, mate, this is your livelihood (or at least part thereof), and you want to exercise all due diligence and caution before you hastily proceed.
Click to expand...

Thank you for your response. I will consult a professional as well.
About what you said "If you're married, you and your spouse will be a partners in all that you do in Texas by operation of our laws, as long as you acquire assets during the marriage.", does this mean that in TX, spouses are automatically partners, even if they do not contribute to the operation of the business? My wife may operate as an employee or a consultant for the business, but may not want to be a partner at least at this time.

Thank you.
 
Pipan said:
Thank you for your response. I will consult a professional as well.
About what you said "If you're married, you and your spouse will be a partners in all that you do in Texas by operation of our laws, as long as you acquire assets during the marriage.", does this mean that in TX, spouses are automatically partners, even if they do not contribute to the operation of the business? My wife may operate as an employee or a consultant for the business, but may not want to be a partner at least at this time.

Thank you.
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Texas is a community property state.

If you buy a yacht on day two of your marriage your spouse your spouse owns 50% of the yacht, whether the spouse's name is on title, same with a $20,000,000 mansion.

There are limited exemptions such as you inheriting Uncle Skeeter's gold mine on day 34 of the marriage and his 20 oil wells, those are yours alone, mate.

The same holds true if your spouse hit a slot machine for $200,000,000 day 55 of the marriage, half of that loot is yours, boss.
 
army judge said:
Texas is a community property state.

If you buy a yacht on day two of your marriage your spouse your spouse owns 50% of the yacht, whether the spouse's name is on title, same with a $20,000,000 mansion.

There are limited exemptions such as you inheriting Uncle Skeeter's gold mine on day 34 of the marriage and his 20 oil wells, those are yours alone, mate.

The same holds true if your spouse hit a slot machine for $200,000,000 day 55 of the marriage, half of that loot is yours, boss.
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Thanks
 
Hello

I was working as a full time regular employee in Ohio from 2012 until July 2018.
Moved to TX and started working full time regular employee from July 2018 until the lay off date of mid November 2018. My pay in TX was about twice as much as that in Ohio.
I want to apply for unemployment benefits. Which state should I apply for, TX or Ohio? If I can apply for either of those, which one could be better?

Thank you.
Pipan
 
Hello

My side-business may have zero income for the first year, so in terms of self-employment taxes it should not matter if I want to make my LLC an S-Corp or not.
What would be the cons of starting and LLC as an S-Corp from the beginning even if you expect you are not going to make much money? Can hassles and costs of S-Corp annual tax preparation fees and CPA costs can be deterrent?

Thank you.
 

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