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I'm in a similar situation and I just wanted to share the little hangup I ran into:

I have a Delaware LLC and I live in California. When I tried applying for a Wells Fargo account in California they said I need a Foreign Qualification, which also means I would have to pay the California minimum franchise tax of $800/year.

I'm sure there's an easy way around this but I just set it aside because it's not a priority for me.




I have two entities at the moment, both Georgia LLCs.

Here is some of the rational for why and what I feel this buys me. This, unfortunately does not tell the OP which bank offers a small biz account for less than $13/month but does relate to "what you should be thinking about" instead of what "color-of-the-bike-shed decision" as patio11 points out.

1 - I'm not looking for investment and don't need to worry about having a corp structure suited to investors. If that later changes, I'll get hit with some restructuring costs, but I think I've minimize those costs (thats a discussion for a different post). So an LLC will do and Delaware not required for investment structure purposes.

2 - Delaware is well regarded, aside from investor issues noted above, as its court system is "predictable and efficient" for many types of business litigation. Thats a good reason to choose it, right? I'd say not good enough for an unfunded startup not anticipating investment. Choosing Delaware for it being predictable and efficient in litigation assumes you may one day find yourself in litigation. Have you ever been in litigation? I have. The first thing I learned is you want home court advantage (the second thing I learned is everyone lies, but thats a different discussion). For litigation you want your home town lawyer that you can drive down the street and talk to, not a faceless law firm in a state where you don't live. And in the worst case that you have to do some/all of the legal work yourself, you want to be able to drive down the street and file papers on your own. You can't guarantee jurisdiction being in your favor simply by being incorporated where you live but its a big factor.

3 - Income Tax. One way or another, you will get taxed when you take money out of your entity. There are various strategies to minimize this and its timing, but unless you're a resident of Texas or Florida (are there others?), you are on the hook for taxes in your state of residence.

The above tells me:

A - I should form my LLC in Georgia.

B - open my bank accounts in Georgia

C - ensure all my contracts with my clients unambiguously state the legal jurisdiction is in my home town in Georgia.

This buys me a lot of simplicity and peace of mind. For banking, I do get less than $13 a month, mine is free with a balance of over $300. My bank is a small solid old local bank that you all have never heard of and no, you probably don't want to use them if you don't live here. They always answer the phone within two rings and its always a real person. Most of the time, the conversation starts off with something like "Hi Jon, are you calling from China? I just saw your momma yesterday." ;)


IANAA: I think you owe that $800 to California if you're operating any business inside California, regardless of whether it's registered in California or not.


If I'm running a website and I just happen to live in California, does that count as operating a business in California?


Probably -- you're the owner and only employee, and you're in California.


> I'm sure there's an easy way around this but I just set it aside because it's not a priority for me.

What part of your experience/knowledge with govts, particularly CA's, suggests that "get around" will be easy?

CA will go after you if you earn options/start a company in CA, move out, and then sell.


More information on this please? That's exactly what I'm planning to do.


All states with income tax believe that income earned in their state is taxable in their state.

CA happens to be rather agressive about it. FWIW, that's why professional athletes end up paying CA taxes. (Interesting question - suppose that your team plays a game in CA but you don't. Do you owe? Does the answer depend on whether you could have played? I heard about a lawsuit arguing about whether practice time, presumably out of state, counted in the apportionment.)

NY is also rather aggressive. I heard of a lawsuit involving an out of state employee who got dinged for visiting corporate headquarters.

I don't recall how the lawsuit (that I know about - there were probably others) over "move out then sell" wrt CA ended. Your tax attorney should.

And no, you shouldn't rely on tax information that you get on HN. Even if I get all the details right, you have no way to know what applies to your situation.


This is a standard problem, not just in CA. Assuming you don't need CA qualification, which is something for your lawyer not your bank to figure out, give them a letter stating that you have no employees in the state and as such don't require CA qualification. That and some persistence should get you what you want.




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