Legal Question in Business Law in California

I am seriously thinking about applying for a Nevada S Corporation because of the tax and liability benefits from my current California Partnership status. I did a lot of reading and understand that you don�t have to be based in Nevada to have a Nevada corporation but how would the taxes work (both personal and corporate). If I�m headquartered in CA, were all my employees are, would I still need to have a business license etc. from CA. What else would I need to know when moving to NV. Thanks


Asked on 10/06/10, 3:47 pm

3 Answers from Attorneys

Richard Jefferson M.E.T.A.L. LAW GROUP, LLP

What you are reading on the internet is only a half truth. A California business that incorporates in Nevada still has to pay California taxes on business originating from California (including the annual $800 franchise tax). Based on your description, you will see very little benefit from incorporating in Nevada.

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Answered on 10/11/10, 4:08 pm

Mr. Jefferson is correct. Taxation is based on the source of the income, not the location of the corporation. If you could only pay taxes in the state of incorporation, Delaware would be passing out money to its citizens instead of taxing them, the way Alaska does with oil severance tax revenue, except they'd be giving each citizen millions. Every business incorporated in another state that does business in California must register as a "foreign" corporation, and pay all the same taxes and fees as a "domestic" California corp.

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Answered on 10/11/10, 4:44 pm
Jonathan Reich De Castro, West, Chodorow, Glickfeld & Nass, Inc.

You would get the same liability protection of incorporating in California. From what you have said, it is unclear that you would receive any tax benefit from incorporating in Nevada and could, in fact, be worse off as you would make your tax reporting significantly more complicated.

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Answered on 10/12/10, 8:50 am


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