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Converting a Texas LLC (Limited Liability Company) to a California Corporation

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Converting a Texas LLC (Limited Liability Company) to a California Corporation

Based on the Texas Company Law, members of a limited liability company (LLC) can convert it into a corporation if necessary. According to California and Texas laws and regulations, a Texas Corporation can be converted to a California Corporation if necessary. This is essentially the process of converting a corporation that incorporated in Texas to California. This article will briefly introduce several situations in which a Texas LLC is converted into a California Corporation, the materials required for the conversion, the procedure of conversion and the results after the conversion.

  1. Characteristics of a Corporation Different from an LLC

    (1)
    Corporations are intended to provide limited liability; shareholders are generally not individually liable for the debts and obligations of the company.
    (2)
    Corporations are assessed corporate taxes on their own profits. Shareholders are taxed separately, if the company distributes dividends to them (or if it pays them a salary, in the case of employee owners).
    (3)
    Corporations are allowed to keep $250,000 in retained earnings without accumulated earnings tax.

  2. Prerequisites for the Conversion of a Corporation from Texas to California

    (1)
    Shareholders of a Texas Corporation move from Texas to California.
    (2)
    The Corporation is incorporated in Texas, but the principal business activity is in California.
    (3)
    The primary supplier of the Texas Corporation moved from Texas to California.

  3. Documents to Prepare to Convert a Texas LLC to a California Corporation

    (1)
    For Texas government

    For Texas government, LLCs are required to complete the conversion form “Form 636 Certificate of Conversion of a Limited Liability Company Converting to a Corporation”. This form mainly includes basic information about the companies before and after conversion. For example, the name of the company, the mailing address and business address of the company before and after the conversion. The registration date and number of the company before the conversion, the form of the company and the signature of the person in charge after conversion, etc.

    (2)
    For California government

    For California government, LLCs are required to complete California conversion form “CONV FE-GS”. This form mainly includes the basic information of the companies before and after the conversion. For example, the company name before and after the conversion, the form of the company before the conversion; the mailing address and business address of the company, the shares to issue and signature of the person in charge of the company before the conversion.

    (3)
    Prepare a document to reapply for an Employer Identification Number (EIN) for the converted corporation.

    (4)
    Draft a standard bylaw for a California Corporation.

  4. Process Generally Followed for Conversion of a Texas LLC to a California Corporation

    (1)
    LLCs are required to use a registered agent to provide this process service. A registered agent can be an individual or a company.
    (2)
    The members of the Texas LLC agree and sign the drafted new standard bylaw.
    (3)
    For Texas, complete and sign the form "Form 636".
    (4)
    For California, complete and sign the form " CONV FE-GS ".
    (5)
    Submit the above two completed forms to the appropriate Texas and California government.
    (6)
    Pay required fees to the Texas and California government.
    (7)
    Filing an application for conversion of company type with the Federal Tax Administration and reapplying for an Employer Identification Number (EIN) for the converted corporation.
    (8)
    Maintain communication with the state government, answer relevant questions and provide other necessary information.

  5. Three Outcomes After the Texas LLC Converted to a California Corporation

    (1)
    The California Corporation use the new approved Employer Identification Number (EIN).
    (2)
    The Corporation files annual tax returns and annual renewal reports to the California government. In addition, LLCs are no longer required to file tax returns and annual renewal reports with the Texas government.
    (3)
    The Corporation is required to pay at least $800 per year to the California government a year.

Reference:
https://www.ftb.ca.gov/file/when-to-file/due-dates-business.html
https://www.sos.ca.gov/business-programs/business-entities/conversion-information
https://www.sos.state.tx.us/corp/mergersfaqs.shtml
https://www.irs.gov/businesses/small-businesses-self-employed/do-you-need-a-new-ein

Disclaimer

All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.

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