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Where to register Limited Liability Company (LLC)



ccolaso@netzero.com (Charles)
3/11/2004 8:57:17 AM


Hello,
I'm thinking of investing in real estate properties ( Resi &
Commerical) and have decided to by property in New England area, I
currently live in MASS.
Q1. Do I need to register my LLC in each state where I buy real
estate??
Q2. Could I open/register my company (LLC) in Delaware and buy
property in New England area or anywhere in United States.
-Charles
 
 
Stuart Bronstein
3/12/2004 11:54:10 AM


ccolaso@netzero.com (Charles) wrote:
I'm thinking of investing in real estate properties ( Resi &
Commerical) and have decided to by property in New England area, I
currently live in MASS.
Q1. Do I need to register my LLC in each state where I buy real
estate??
Probably not. In California I think it's only required to register
if you are "transacting business" here. That is to say that if you
buy real estate and lease it out, you probably must register.
Q2. Could I open/register my company (LLC) in Delaware and buy
property in New England area or anywhere in United States.
Yes, as long as you comply with the local laws of wherever the
property is.
But why Delaware? There's no need or reason for doing that.
Stu
 
 
"Daniel R. Reitman"
3/16/2004 7:32:58 AM


On Fri, 12 Mar 2004 11:54:10 -0500, Stuart Bronstein
<spamtrap@lexregia.com> wrote:
ccolaso@netzero.com (Charles) wrote:
I'm thinking of investing in real estate properties ( Resi &
Commerical) and have decided to by property in New England area, I
currently live in MASS.
Q1. Do I need to register my LLC in each state where I buy real
estate??
Probably not. In California I think it's only required to register
if you are "transacting business" here. That is to say that if you
buy real estate and lease it out, you probably must register.
And, it should be noted, that if the various New England statutes are
anything like what they are in Oregon, failure to register may result
in loss of standing in local courts.
Q2. Could I open/register my company (LLC) in Delaware and buy
property in New England area or anywhere in United States.
Yes, as long as you comply with the local laws of wherever the
property is.
Or almost any other state.
But why Delaware? There's no need or reason for doing that.
As noted, Delaware LLC law does not have all of the same advantages as
Delaware corporate law, with the exception of a court system that
probably can adapt its experience with corporate law. AFAIK, there
has not yet emerged a leading jurisdiction in LLC law. (Wyoming has
the oldest statute, but, needless to say, nowhere near a critical mass
of LLCs.)
Daniel Reitman
 
 
Stuart Bronstein
3/17/2004 3:40:20 PM


"Daniel R. Reitman" <dreitman@spiritone.com> wrote:
Stuart Bronstein <spamtrap@lexregia.com> wrote:
Q1. Do I need to register my LLC in each state where I buy
real estate??
And, it should be noted, that if the various New England
statutes are anything like what they are in Oregon, failure to
register may result in loss of standing in local courts.
In California as well. But the worst thing here is that if your
company is sued, you then register and you're good to go.
But why Delaware? There's no need or reason for doing that.
As noted, Delaware LLC law does not have all of the same
advantages as Delaware corporate law, with the exception of a
court system that probably can adapt its experience with
corporate law. AFAIK, there has not yet emerged a leading
jurisdiction in LLC law. (Wyoming has the oldest statute, but,
needless to say, nowhere near a critical mass of LLCs.)
Are there benefits for closely held corporations in Delaware? My
understanding is that the primary (if not only) benefit is that the
laws allow the board of directors to have control over things that,
in most other states the shareholders must agree to.
Stu
 
 
cj.green@worldnet.att.net (Christopher Green)
3/19/2004 10:19:05 AM




Stuart Bronstein <spamtrap@lexregia.com> wrote in message
news:<0qdh50973nr9v9b01119v7bnsllos5aeof@4ax.com>...

[snip]
Are there benefits for closely held corporations in Delaware? My
understanding is that the primary (if not only) benefit is that the
laws allow the board of directors to have control over things that,
in most other states the shareholders must agree to.
Stu
There are extra expenses that are a bit too much to ignore in a small
company, because Delaware assesses franchise tax using a formula based
on number of shares authorized and par value.
I believe that if a closely held company does a majority of its
business and has a majority of its ownership in California, even
though the company is incorporated in Delaware, California will
require the company to comply with much of the Corporations Code
anyway. That would do away with the only interesting reason for
incorporating in Delaware.
This is of course on top of the expenses and taxes associated with
qualifying the corporation to do business in the OP's home state and
in each other state where he's required to register.
--
Chris Green
 
 
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