Legal Question in Business Law in California

I formed an LLC in California back in 2016. In 2019, I registered as a foreign LLC in Georgia because I was living there part-time and doing business in Georgia. By the end of 2019, I decided to move to Georgia permanently. Georgia does not allow domestication of an LLC; however, it does allow for conversion. Thus, I converted my Foreign LLC to a Domestic LLC in Georgia with the exact same name. According to Georgia law, when you convert an entity, all the information off the original entity is transferred to the new one and it's as if the converted entity existed from the beginning. Thus, I can keep my EIN. I have not conducted business in California since well before the conversion. Can I now just dissolve the California entity? For the record, the LLC is a sole-prop online service based business

Asked on 4/09/21, 11:41 am

1 Answer from Attorneys

Timothy McCormick Haapala, Thompson & Abern, LLP

You don't want to dissolve the LLC because dissolution affects the entire company, not just its registration. Dissolution is the termination of the business entirely.

What you need to do instead is a two step process. Just as GA allows a foreign LLC to convert to domestic, CA allows a domestic LLC to convert to foreign. You then can either file a "cancellation" of the foreign LLC registration, or leave it open if you think you would want to return to CA. The forms for Conversion from domestic to foreign, and Cancellation of a foreign registration are available on the CA SOS website.

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Answered on 4/11/21, 7:26 pm

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