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Ask a Lawyer -- LLCs
LLC Question 171
Question:
I have an LLC in NJ. I have moved to Pennsylvania and want to move my LLC to this state. How do I do this? And I want to keep my federal tax employment number.
Response: Unfortunately, there is no easy method for "moving" an LLC from one state to another. This is a common question and sorry to give you the news. One option: (a) Form a new LLC in Pennsylvania, (b) Dissolve the old LLC in NJ and (c) Move all the assets into the new LLC in Penn. through which you will thereafter transact business. There can be tax consequences to this so please check with a tax professional before taking this approach. Second option: (a) Form a new LLC in Pennsylvania, (b) qualify the old LLC in NJ to do business in Penn., (c) merge the old NJ LLC into the new Penn. LLC under Penn. law. A merger would be difficult to pull off without the aid of an attorney; however, it is generally a tax free transaction. A plan of merger must be draw up complying with state law and attached to the form certificate of merger from the Penn. Secretary of State's office. With a merger, I believe you could keep the old Federal tax ID number. Also, I'm not sure if you further need to go through with dissolution in NJ for the old LLC after the merger is complete. Probably so.
There really needs to be some simple mechanism built into the law allowing LLCs and S corporations to become portable from state to state.
Submitted: 02/14/2008; Anthony, Pennsylvania
Response: 02/14/2008; JJR
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