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See http://www.calstartuplawfirm.com/business-lawyer-blog/califo....

TL; DR If you’re raising outside financing, Delaware. Otherwise, California is probably fine. (Assuming you have a nexus in California.)

Disclaimer: I am not a lawyer. This is not legal advice. Don’t make these decisions without a lawyer.




What about a California C Corp LLC in Delaware?


> California C Corp LLC in Delaware

I don’t understand. “C Corp LLC” doesn’t make sense; you can’t be both.


Sure can. An LLC can elect to be treated as a C corporation for tax purposes with a very simple IRS form.


> An LLC can elect to be treated as a C corporation for tax purposes

Still an LLC. We’re talking about entity formation and comparing jurisdictions; being legally precise becomes important in this context.

Disclaimer: I am not a lawyer. This is not legal advice.


Still an LLC. We’re talking about entity formation and comparing jurisdictions; being legally precise becomes important in this context.

Right. It's still an LLC, for specific state legal purposes. And it's generally a C-corporation for tax purposes, federal and international law.


> it's generally a C-corporation for tax purposes, federal and international law

A single-member LLC electing to be taxed as a corporation will still be sued as an LLC (i.e. it can be pierced more like an LLC and less like a corporation), dissolved and maintained as an LLC and enter into contracts, open bank and brokerage accounts as an LLC, and have the same difficulties raising outside capital as an LLC.

Disclaimer: I am not a lawyer. This is not legal advice.




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