Thanks for watching my video! If you have any questions, please let me know and I'll try to get back to you as quickly as possible. Best regards, Chris
Hi Chris. Thank you for your videos. Very informative. I have a WY llc. I am not a US citizen and do not trade in the US and I do not have any physical office or employees in the US. When I initially setup the llc, it was intended to be a holding company but it has been used on occasion to invoice customers also for work outside of US. Couple of questions: 1) am I liable for state or federal tax? 2) can I setup an OPCO to take the trading activities going foreword or should I setup a HoldCo to sit on top of my existing LLC? Many thanks.
Hi. Thanks for watching, your kind words and your question. I cannot give legal advice without being retained, and I cannot give tax advice. You should check with your tax advisor about tax obligations, but in the meantime, here is a good article about taxes on non-resident LLC owners: brighttax.com/blog/starting-an-llc-as-a-foreigner/. Regarding the holding company structure, you can set it up either way that you suggest. If you want to keep the current LLC as the operating entity, you will have to "contribute" the shares of that LLC to the WY holding company LLC after you set up the WY LLC. For a contribution agreement, a related company of mine is about to release one here: bit.ly/Legal-Templates. Alternatively, as you suggested, you can set up your subsidiary LLC next and just list your current WY LLC as the member. That may be easiest if you don't anticipate any potential liability from the operations of your current WY LLC. I hope that helps, and best of luck to you and your business! Best regards, Chris.
Thank you for the information you provide thgrough your sute , I am greatful. I am quirious how would I file these two entities properlyto utilize it as you describe in the video
Thank you for your kind words. I cannot give legal advice without being retained, so the following is for informational purposes only. Generally speaking, you first form the WY LLC holding company, which you own. For a video on how to form a WY LLC, go here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. Then, once you confirm the formation of the WY LLC, you form the underlying subsidiary LLC and list the WY LLC as the member. I have several videos on how to form LLCs in other states, but the WY video will apply to most states as well. Then, ultimately, you have a WY LLC holding company that you own, the WY LLC owns the underlying LLC in the state in which the business operates, and that in-state LLC is the operating entity (or property owner for a real estate LLC). I hope that helps and that I answered your question. But, if not, please let me know! Best regards, Chris
Thanks for another very informative video. I'm literally setting up by business step by step as I watch your videos. 🙂 I now have a question about DBAs. I plan to file one for my California LLC. It seems fairly straight forward but are there any pros/cons/issues to keep in mind that some people might miss when filing DBAs?
Hi. Thanks for watching and for your kind words. Normally, it is best to name your LLC the name you want to use as the DBA, then you don't have to worry about the DBA. However, if you want to present your business as a name other than the LLC name, then you can certainly do that. If you want to hire a service to do it for you, here is the service I generally recommend: bit.ly/File-DBA. I cannot give you legal advice, but here is some general information to consider about DBAs if you want to do it on your own: 1. You should first check for the name availability on the CA Secretary of State's website (link: bizfileonline.sos.ca.gov/search/business). 2. The fee and steps to file a fictitious business name statement (DBA) varies depending on the city or county where it is filed. I would start by checking on your county’s website to check on fees and steps. You may be directed to the Registrar-Recorder/County Clerk's office in the county where the business will be primarily located. 3. The filing is valid for 5 years or until the facts in the statement change, whichever occurs first. 4. A fictitious business name statement usually must be filed within 40 days of starting the business. 5. Within 30 days after filing a fictitious business name statement, you must publish the statement in a local newspaper of general circulation near the principal place of business. The notice must appear once a week for 4 successive weeks. 6. Within 30 days of the last published date, you must file an affidavit of publication with the city or county office. Check with the Registrar-Recorder/County Clerk's Office to determine if there is a specific list of approved publications in which to meet this requirement. 7. Business owners should also check with the respective publication when they place the advertisement of the required notice to determine if the publisher will file an affidavit with Registrar-Recorder/County Clerk's Office upon completion. If you don’t want to deal with the above on your own then, as stated above, here is the service I recommend: If you want to hire a service to do it for you, here is the service I generally recommend: bit.ly/File-DBA. I hope that helps. Best of luck to you and your business! Best regards, Chris
Hi Chris. I watched all your videos on this channel. Thank you for this information! I set up an LLC in wyoming and also an operating LLC in Ohio. The operating LLC will be taxed as an S Corp, but Im wondering if the Holding LLC in Wyoming also needs to be set up that way.
Hi. Thank you for your kind words, and I'm glad you are finding the videos helpful! I cannot give tax advice, but I'm happy to refer you to my own CPA who is both smart and reasonably priced. Alternatively, if you set up your LLC's with Bizee (my recommended provider), you will have access to a free consultation with a tax advisor. If you are interested in a referral to my CPA, please reach out to me via my website at: www.chrisjacksonlaw.com. I suspect he will tell you that you should leave the holding company as a single member LLC and not elect S Corp status so that the holding company remains a disregarded entity for tax purposes. The reason is because the only entity which can be a member of an S Corp is a disregarded entity for tax purposes. Thanks, and sorry I cannot give you specific advice. Best regards, Chris
Hi. No, I don't have a video on that yet. However, thanks for the suggestion ... I will definitely add that to my list of videos to make! Best regards, Chris
Thank you for watching and for your question. I cannot give legal advice without being retained, so the following is for general information purposes only. Generally speaking, if the holding company simply receives funds transferred from the operational LLC and is not otherwise "doing business" in a state per that state's definition thereof (and each state is different), you should not have to register the holding company LLC in that state. With the above said, you should evaluate this on a state-by-state basis as different states have different requirements. Also, it is possible you have to register your holding LLC in the state where you reside if that state requires members owning over a certain percentage of a foreign LLC have the foreign LLC register in that state. This is rare I believe, but I suggest you confirm this with your CPA, as this is primarily a CPA question. If anonymity is important, some people will take the risk of not registering the holding company because they don't want to reveal the name of the member in a state that publishes such name. Again, not legal advice ... just food for thought to be followed up with your CPA or local advisor. Best regards, Chris
Thank you for watching and for your kind words. I cannot give legal advice without being retained, so the following is for general information purposes only: 1. Yes, you can use a holding company for various types of underlying businesses. 2. For example, you can have your Holding Company LLC (WY is my preference) own an underlying LLC that does e-commerce, another LLC that does consulting, and another LLC that performs a service business. 3. As you mentioned, you should keep a real estate holding structure separate from a non-real estate holding structure simply because one structure may want to elect S-Corp tax status, while the real estate structure would not normally elect that tax status. 4. However, generally speaking, for asset protection and spinoff possibilities, you may want to consider the holding company structure even for non-related businesses (so long as there is no mixing and matching of real estate and non-real estate in the same holding company structure). I hope I answered your question, but if not please let me know. Best of luck to you and your business! Best regards, Chris
If I use an online registered agent and a virtual office for a single member LLC in California, does a Wyoming holding company structure provide any additional security for my personal information? Or is an online registered agent and virtual office sufficient? Thank you for the help!
Hi. Thanks for watching and for your question. I can't give legal advice without being retained, but here is some general information for your consideration. The virtual address for your CA LLC will certainly protect you from disclosing your personal address to the public. However, in CA when you file your statement of information, you'll have to disclose the name and address of either the "member" or the "manager." You can use the LLC's virtual office address as the address for the member/manager if you like. However, you may have to disclose your personal name if you are the LLC's member or manager. The WY LLC holding company structure can help if you enter the WY LLC as the Member here (with the WY address) instead of yourself as the member. However, I'm not sure how important that is to you if you are more concerned about disclosing your address (rather than your name). I hope that helps, but if you have other quesitons please let me know. Best of luck to you and your business! Best regards, Chris
@@cjlawvideos Yes, it is my home address that I am concerned about specifically. I am a mobile mechanic operating in California; my name and likeness is directly associated with the business, so I am taking whatever steps I can to separate my known, accessible name and company from the rest of my private information specifically my home address. Despite the quality of work I provide, I always have the disgruntled, vindictive client here and there, so I am trying to provide myself and my personal information any protections from harassment and identify theft/abuse.
@@danielwatson5595 Ok, understood. If you are ok disclosing your name and are concerned primarily about revealing your home address, then you do not need a WY holding company and CA LLC subsidiary for that purpose. You can have a CA LLC with a virtual office address that lists you with the same virtual office address on state paperwork. Best to you and your business! Best regards, Chris
Hi. I cannot give legal advice without being retained, so my answer is for general information purposes only. Generally, if you want to transfer a current LLC that you own to a WY LLC holding company (so that you own the WY LLC and the WY LLC owns the existing LLC), you would take the following steps: 1. Form the WY LLC with the exact same member(s) and % ownership as your current LLC. For a video on how to form a WY LLC on your own, go here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html 2. Enter into a contribution agreement where you contribute your membership interests in your current LLC to the WY LLC in exchange for your membership interests in the WY LLC (in the same %). For a contribution agreement template, a related company of mine is going to provide one soon here: bit.ly/Legal-Templates 3. Amend your current LLC Operating Agreement to show that the WY LLC is the new owner (sole member) of the current LLC. Depending upon your current LLC's state, you may have to update the state documents to reflect that change (usually when you file the annual report). 4. Have your WY LLC Operating Agreement show that the same members that did own the current LLC now own the WY LLC in the same %. 5. Note that the same company currently has modifiable (in Word) attorney-quality Operating Agreement templates here: bit.ly/Legal-Templates. So, at the end of these steps, you would own the WY LLC (in same way current LLC was owned), and the WY LLC would own the current LLC. I hope that helps, and I wish you all the best! Best regards, Chris
In case of changing it after the fact, do you file an amendment form with the Secretary of CA to reflect the change? Or is there another form for an interest contribution and change in ownership?
Hi. Thanks for watching and for your question. If you already have a CA LLC that you own and want to change ownership to a WY LLC, I recommend the following steps (generally speaking - this is not legal advice): 1. Form WY LLC with the same members and percentages of the CA LLC. 2. Enter into simple Contribution Agreement whereby you (owners/members of CA LLC) contribute your membership interests in the CA LLC to the WY LLC that you already own. If you need one, a related company of mine will have (or has) a Contribution Agreement template here: bit.ly/Legal-Templates 3. Amend the CA LLC's Operating Agreement (which is an internal document) to reflect that the Member is now the WY LLC. 4. Regarding what to do at the Secretary of State of CA, please note: (i) you do not need to amend the Articles of Organization since that does not list the member, but (ii) you can either file an amended statement of information now to reflect the WY LLC as the new member (unless you only listed the Manager of the CA LLC in the prior filings, in which case you do nothing if it is the same Manager), or you can wait until it is due (every 2 years) to make that change. Most people just wait, but if you want the public to know ASAP, then you can file one at any time. Hope that helped, but if not, please let me know. Thanks. Best regards, Chris
@@cjlawvideos Very helpful, thank you! Any reason I would want the public to know ASAP in general? Just trying to think of what can go wrong if I wait before filing the member's amendment.
@@epirouette You're welcome. Not really unless you believe someone (e.g., at a bank) will need to look on the CA SOS's website to confirm the ownership (and won't accept the amended Operating Agreement. Most people just wait to update the statement of information in CA until it is due. Let me know if you have other questions, thanks! Best regards, Chris
@epirouette Hi, I saw another question from you about insurance. You may have deleted it, but normally you would want the LLC as the named-insured and you can add the members as "additionally insured" if you like. It's best to discuss this with your agent, as there may be additional costs in doing so, but I hope this helps. Best regards, Chris
@@cjlawvideos Thank you! Right, I was back and forth in my head but not even sure if there is any benefit at all from doing that? By the way, I'm planning on using your Contribution Agreement template :)
I live in OH. And, have watched many of your videos along with Anderson Advisors, etc. I want anonymity and was thinking a holding co structure sounds exactly what I want. I think I'd setup the WY LLC as manager managed with Bizee as the manager, then they would resign and the OH LLC would be member managed with the WY LLC as the only member. Would I then setup a trust as the only member in the WY LLC?
Hi. Thanks for watching and for your questions. I can't give specific legal advice without being retained, but here are some general things to consider: 1. Neither the Manager nor the Member is public knowledge in WY. The only public document that will have a name attached to it is the annual report. However, the annual report does not indicate the capacity/title of the person signing it, and you can always have a nominee or other authorized rep sign it if you want your name completely anonymous. 2. I don't believe you can appoint Bizee as the manager (just the organizer), but appointing yourself as the Manager will not show up anywhere in WY. The WY members and managers are as determined in the Operating Agreement. If you want a comprehensive attorney-quality Operating Agreement at a reasonable price (since it does not come with any legal advice), a related company of mine offers them here: bit.ly/Legal-Templates. 3. Having a member-managed LLC in OH may be fine if you just have to list the member on the OH filings and annual reports. However, you may still have to sign annual reports in some capacity (though, like WY, you can likely have an authorized rep do it for you if you do not want to). 4. You can set up the trust as the member of the WY LLC before or after you set up the WY LLC. It won't help with anonymity (since the members of WY LLCs are anonymous), but it will help with estate planning. If you are going to set one up anyway, you may as well do it beforehand. For where to input the trust name during the formation process, I cover this in my How to Set Up WY LLC video here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. I hope that helped, and best of luck to you and your businesses! Best regards, Chris
Thanks for watching and for your question. In fact, I will be doing a separate video on that topic, as I know it is a common question. I cannot give you legal advice without being retained (or tax advice ever), but generally speaking the steps are as follows (assuming you want the holding company structure): 1. Set up the WY LLC as the holding company. Make sure the WY holding company is owned exactly as your property is owned (e.g., if you and your spouse own the property, you and your spouse should own the WY LLC 50/50). 2. Create the LLC in the state in which the property resides, and have that LLC owned by the WY LLC (as the sole member). 3. Go to your local title company (or county recorder's office) and have them record a "Quit Claim" (or similar) Deed transferring the property from you to the underlying State LLC. HOWEVER, before you do that, if you have a mortgage, first confirm with the lender that the transfer to the State LLC is ok and not going to trigger a "due on sale" clause. Although these are rarely enforced, you should get the lender's approval before doing this. 4. I cannot give tax advice, but in most counties/states, so long as the property is ultimately owned by the same owners (e.g., you and your spouse as the members/owners of the holding company), this should be a tax exempt transaction (unless one of the LLCs elects to be taxed as a C Corp, which it should not in my view). In fact, for real estate, it is best not to make any tax elections in my opinion. Hope this helps! Best regards, Chris
So for tax purposes, can the LLC that owns the real estate choose to be taxed as a partnership and the holding company can it choose to be taxed as an S corp?
Hi. Thanks for watching and for your question. And, my apologies for the belated reply. Unfortunately, I cannot give tax advice and recommend you discuss this with your CPA or tax advisor. With that said, for general information purposes only, I have the following comments: 1. Note that, generally speaking, most tax advisors recommend that an LLC which owns real estate should not elect to S Corp tax status. 2. Your question is a good one, but please note the following: (a) Unless the LLC that owns real estate has multiple members (e.g., the holding company and another member), it cannot be taxed as a partnership. If the only member will be a holding company (one member), then the default tax election is as a sole proprietorship for the subsidiary LLC . (b) If the subsidiary LLC is taxed as a sole proprietorship, it is essentially a "disregarded entity" for tax purposes. As such, the income and losses will be rolled up to the holding company (which, in your example, would be taxed as an S Corp). The subsidiary would be considered a "Qualified Subchapter S Subsidiary." This situation would likely be contrary to your goals of avoiding S Corp tax status in a real estate holding LLC structure. (c) If there will be more than one member in the subsidiary LLC that owns the real estate, then you can choose to have the holding company taxed as an S Corp with the subsidiary taxed as a partnership. However, you should ask your tax advisor whether that makes the most sense for you and your situation, especially if the subsidiary owns real estate. Sorry I cannot help you, but if you want a referral for a CPA who can properly advise you, feel free to reach out to me here: www.chrisjacksonlaw.com. Best regards, Chris
Does this mean that my LLC in Tennessee needs to have only one member, Which is my LLC in Wyoming? And do I need to Bank Accounts to do Business in the LLC's, or can the Bank Account in Wyoming purchase property in Tennessee and place it under Tennessee LLC?
Thank you for watching and for your question. I can't give specific legal advice without being retained,, so the following is for general information purpopses only: 1. Yes, the typical LLC Holding Company structure I recommend in this video is to have a WY LLC as the holding company and sole member of the operational LLC (e.g., your Tennessee LLC). In other words, you would be the member of the WY LLC and the WY LLC would be the member of the Tennessee LLC. 2. As for bank accounts, each LLC should have its own bank account so that funds are not commingled. Rent and rental expenses would be in the TN LLC's bank account. Contributions of capital by you would go to the WY LLC (through its bank account) and then down to the TN LLC. Distributions of profits to you would go from the TN LLC to the WY LLC to you. You can have all bank accounts at the same bank or different banks ... it's up to you. You can open them both in TN if you like. Hope that helps, and best of luck to you and your business! Best regards, Chris
Thanks for watching and for your question. I'm not very knowledgeable about Florida Land Trusts, and I cannot give legal advice without being retained. However, if your ultimate objective is to put Florida property into a WY LLC, then yes you will have to register the WY LLC as a foreign LLC in Florida. Alternatively, you can have a WY LLC as the Holding Company and form a FL LLC as its subsidiary, and have the FL LLC own the property. I hope I answered your question, but if not, please let me know. Thank you. Best regards, Chris
Hi. Thanks for watching and for your questions. You don’t need an ID to create an LLC, but generally you will need one to open (or become a signatory on) a bank account. Best regards, Chris
Thank you for watching my video and for your question. I cannot give legal advice without being retained, so the following is for general information purposes only. You can certainly have a revocable trust (or other trust) own the holding company LLC and the holding company LLC own the underlying LLCs. That is great for estate planning purposes. If you are asking about land trusts, those are more complicated in my view and also generally don't offer as much asset protection as an LLC. With that said, please let me know if I misunderstood your question! Best regards, Chris
If you set up a holding company in WY but running a business in California , is it possible to name the holding LLC and California LLs the same. Can you have one name for both LLCs?
Hi. Thanks for watching and for your question. That's a good question. So long as the name is available in both WY and CA, then each state will allow you to set up the LLC in their state with that name. So, technically, yes, you can have the exact same name for each LLC in each state. If you have any issues, you can perhaps just add the word "Holding" to the WY LLC to distinguish between the two (which you may want to do anyway to keep things straight :)). Please make sure you have each LLC use a different EIN and bank account. Let me know if you have other questions, thanks. Best regards, Chris
Thank you so much for your time and answer. Will it make sense to set up the 2 nd LLC in Wyoming as well ? This way we can benefit from the privacy and also set it up where we can do business in another state. The goal is to have as much protection as possible- please advise, thank you again
Thank you so much for your time and answer. Will it make sense to set up the 2 nd LLC in Wyoming as well ? This way we can benefit from the privacy and also set it up where we can do business in another state. The goal is to have as much protection as possible- please advise, thank you again
@@mustaphaalaoui2146 Yes, if you are ok with the additional costs, you can certainly have both a WY Holding Company LLC and a WY Subsidiary LLC, and then qualify/register the WY Subsidiary LLC to do business in the appropriate state. I have formed that exact structure for clients. Here is my video on how to set up an LLC in WY: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. Great question. Best regards, Chris
Hi: Thanks for watching and for your question. I cannot give tax advice, but I can refer you to my CPA who is both smart and relatively inexpensive. Feel free to reach out to me at www.chrisjacksonlaw.com and I'll connect you with him. Thank you. Best regards, Chris
Hi. Thanks for watching and for your question. Yes, I prefer forming LLCs in WY, especially single-member LLCs, for the reasons set forth in this video: th-cam.com/video/Qag9vlnp348/w-d-xo.html. Then, if you are doing business in CA, you can qualify/register it as a foreign LLC doing business in CA. With that said, some people will form a CA LLC if they are doing business in CA because they don't want to form one in WY and pay both the WY fees and the CA fees. The additional fees include (i) a one-time fee to register/qualify a WY LLC in CA, (ii) a WY annual fee of $60, + (iii) the fees to have a registered agent in WY (though they are free for Year 1 and capped at $119 per year thereafter if you use my recommended company). Also, a CA LLC may make sense in a Holding Company structure (if owned by a WY LLC), per this video. With that said, yes, I agree, WY is the best option if you don't mind the extra fees. Best regards, Chris
@@lamonteasterjr Ok, then yes, you should follow the steps in my video, which are (i) form your holding company LLC in (e.g., WY), (ii) then form your CA LLC listing the WY (or other jurisdiction) hoding company LLC as the member. Please note for your reference: 1. If you choose to form an LLC in WY on your own, here is my tutorial: th-cam.com/video/NUezXXe7nwI/w-d-xo.html 2. If you choose DE over WY for your holding company LLC, here is my tutorial: th-cam.com/video/fBLlyzdeFGw/w-d-xo.html 3. If you want to form your subsidiary operating LLC in CA, here is my tutorial: th-cam.com/video/LOtPM_b6JGU/w-d-xo.html Best regards, Chris
Hi. If you live in NV, then you may want to do the Holding Company there. I recommend WY, DE, NV in that order typically per another video of mine (See: th-cam.com/video/Qag9vlnp348/w-d-xo.html). The downside to NV is that the fees are higher. Other than that, NV will work. Note that my video on how to set up a WY LLC will also work for NV (I don't have one for NV yet). If interested, here it is: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. Hope this helps, and best of luck to you and your business! Best regards, Chris
Thanks for watching my video! If you have any questions, please let me know and I'll try to get back to you as quickly as possible. Best regards, Chris
Hi Chris. Thank you for your videos. Very informative. I have a WY llc. I am not a US citizen and do not trade in the US and I do not have any physical office or employees in the US. When I initially setup the llc, it was intended to be a holding company but it has been used on occasion to invoice customers also for work outside of US. Couple of questions: 1) am I liable for state or federal tax? 2) can I setup an OPCO to take the trading activities going foreword or should I setup a HoldCo to sit on top of my existing LLC? Many thanks.
Hi. Thanks for watching, your kind words and your question. I cannot give legal advice without being retained, and I cannot give tax advice. You should check with your tax advisor about tax obligations, but in the meantime, here is a good article about taxes on non-resident LLC owners: brighttax.com/blog/starting-an-llc-as-a-foreigner/.
Regarding the holding company structure, you can set it up either way that you suggest. If you want to keep the current LLC as the operating entity, you will have to "contribute" the shares of that LLC to the WY holding company LLC after you set up the WY LLC. For a contribution agreement, a related company of mine is about to release one here: bit.ly/Legal-Templates.
Alternatively, as you suggested, you can set up your subsidiary LLC next and just list your current WY LLC as the member. That may be easiest if you don't anticipate any potential liability from the operations of your current WY LLC.
I hope that helps, and best of luck to you and your business! Best regards, Chris.
Thank you for the information you provide thgrough your sute , I am greatful. I am quirious how would I file these two entities properlyto utilize it as you describe in the video
Thank you for your kind words. I cannot give legal advice without being retained, so the following is for informational purposes only.
Generally speaking, you first form the WY LLC holding company, which you own. For a video on how to form a WY LLC, go here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html.
Then, once you confirm the formation of the WY LLC, you form the underlying subsidiary LLC and list the WY LLC as the member. I have several videos on how to form LLCs in other states, but the WY video will apply to most states as well.
Then, ultimately, you have a WY LLC holding company that you own, the WY LLC owns the underlying LLC in the state in which the business operates, and that in-state LLC is the operating entity (or property owner for a real estate LLC).
I hope that helps and that I answered your question. But, if not, please let me know! Best regards, Chris
❤ the video! Thank you! Can you assist me with setting up my holding company structure?
Thanks for your kind words, and feel free to reach out to me through the following website: www.chrisjacksonlaw.com. Best regards, Chris
Thanks for another very informative video. I'm literally setting up by business step by step as I watch your videos. 🙂 I now have a question about DBAs. I plan to file one for my California LLC. It seems fairly straight forward but are there any pros/cons/issues to keep in mind that some people might miss when filing DBAs?
Hi. Thanks for watching and for your kind words.
Normally, it is best to name your LLC the name you want to use as the DBA, then you don't have to worry about the DBA. However, if you want to present your business as a name other than the LLC name, then you can certainly do that.
If you want to hire a service to do it for you, here is the service I generally recommend: bit.ly/File-DBA.
I cannot give you legal advice, but here is some general information to consider about DBAs if you want to do it on your own:
1. You should first check for the name availability on the CA Secretary of State's website (link: bizfileonline.sos.ca.gov/search/business).
2. The fee and steps to file a fictitious business name statement (DBA) varies depending on the city or county where it is filed. I would start by checking on your county’s website to check on fees and steps. You may be directed to the Registrar-Recorder/County Clerk's office in the county where the business will be primarily located.
3. The filing is valid for 5 years or until the facts in the statement change, whichever occurs first.
4. A fictitious business name statement usually must be filed within 40 days of starting the business.
5. Within 30 days after filing a fictitious business name statement, you must publish the statement in a local newspaper of general circulation near the principal place of business. The notice must appear once a week for 4 successive weeks.
6. Within 30 days of the last published date, you must file an affidavit of publication with the city or county office. Check with the Registrar-Recorder/County Clerk's Office to determine if there is a specific list of approved publications in which to meet this requirement.
7. Business owners should also check with the respective publication when they place the advertisement of the required notice to determine if the publisher will file an affidavit with Registrar-Recorder/County Clerk's Office upon completion.
If you don’t want to deal with the above on your own then, as stated above, here is the service I recommend: If you want to hire a service to do it for you, here is the service I generally recommend: bit.ly/File-DBA.
I hope that helps. Best of luck to you and your business! Best regards, Chris
Hi Chris. I watched all your videos on this channel. Thank you for this information!
I set up an LLC in wyoming and also an operating LLC in Ohio. The operating LLC will be taxed as an S Corp, but Im wondering if the Holding LLC in Wyoming also needs to be set up that way.
Hi. Thank you for your kind words, and I'm glad you are finding the videos helpful!
I cannot give tax advice, but I'm happy to refer you to my own CPA who is both smart and reasonably priced. Alternatively, if you set up your LLC's with Bizee (my recommended provider), you will have access to a free consultation with a tax advisor.
If you are interested in a referral to my CPA, please reach out to me via my website at: www.chrisjacksonlaw.com. I suspect he will tell you that you should leave the holding company as a single member LLC and not elect S Corp status so that the holding company remains a disregarded entity for tax purposes. The reason is because the only entity which can be a member of an S Corp is a disregarded entity for tax purposes.
Thanks, and sorry I cannot give you specific advice. Best regards, Chris
Do you have a video on creating a simple business plan
Hi. No, I don't have a video on that yet. However, thanks for the suggestion ... I will definitely add that to my list of videos to make! Best regards, Chris
Does a Wyoming holding company require a foreign registration if its operating companies are located in different states?
Thank you for watching and for your question. I cannot give legal advice without being retained, so the following is for general information purposes only. Generally speaking, if the holding company simply receives funds transferred from the operational LLC and is not otherwise "doing business" in a state per that state's definition thereof (and each state is different), you should not have to register the holding company LLC in that state. With the above said, you should evaluate this on a state-by-state basis as different states have different requirements. Also, it is possible you have to register your holding LLC in the state where you reside if that state requires members owning over a certain percentage of a foreign LLC have the foreign LLC register in that state. This is rare I believe, but I suggest you confirm this with your CPA, as this is primarily a CPA question. If anonymity is important, some people will take the risk of not registering the holding company because they don't want to reveal the name of the member in a state that publishes such name. Again, not legal advice ... just food for thought to be followed up with your CPA or local advisor. Best regards, Chris
Great video! Can a holding company be used for different businesses, not real estate related? Would that be warrented?
Thank you for watching and for your kind words. I cannot give legal advice without being retained, so the following is for general information purposes only:
1. Yes, you can use a holding company for various types of underlying businesses.
2. For example, you can have your Holding Company LLC (WY is my preference) own an underlying LLC that does e-commerce, another LLC that does consulting, and another LLC that performs a service business.
3. As you mentioned, you should keep a real estate holding structure separate from a non-real estate holding structure simply because one structure may want to elect S-Corp tax status, while the real estate structure would not normally elect that tax status.
4. However, generally speaking, for asset protection and spinoff possibilities, you may want to consider the holding company structure even for non-related businesses (so long as there is no mixing and matching of real estate and non-real estate in the same holding company structure).
I hope I answered your question, but if not please let me know. Best of luck to you and your business! Best regards, Chris
@@cjlawvideos This is very helpful. thank you. :)
@@JefftheMortgagePro You're welcome. Best of luck to you. Best regards, Chris
If I use an online registered agent and a virtual office for a single member LLC in California, does a Wyoming holding company structure provide any additional security for my personal information? Or is an online registered agent and virtual office sufficient? Thank you for the help!
Hi. Thanks for watching and for your question. I can't give legal advice without being retained, but here is some general information for your consideration.
The virtual address for your CA LLC will certainly protect you from disclosing your personal address to the public. However, in CA when you file your statement of information, you'll have to disclose the name and address of either the "member" or the "manager." You can use the LLC's virtual office address as the address for the member/manager if you like. However, you may have to disclose your personal name if you are the LLC's member or manager.
The WY LLC holding company structure can help if you enter the WY LLC as the Member here (with the WY address) instead of yourself as the member. However, I'm not sure how important that is to you if you are more concerned about disclosing your address (rather than your name).
I hope that helps, but if you have other quesitons please let me know. Best of luck to you and your business! Best regards, Chris
@@cjlawvideos Yes, it is my home address that I am concerned about specifically. I am a mobile mechanic operating in California; my name and likeness is directly associated with the business, so I am taking whatever steps I can to separate my known, accessible name and company from the rest of my private information specifically my home address. Despite the quality of work I provide, I always have the disgruntled, vindictive client here and there, so I am trying to provide myself and my personal information any protections from harassment and identify theft/abuse.
@@danielwatson5595 Ok, understood. If you are ok disclosing your name and are concerned primarily about revealing your home address, then you do not need a WY holding company and CA LLC subsidiary for that purpose. You can have a CA LLC with a virtual office address that lists you with the same virtual office address on state paperwork. Best to you and your business! Best regards, Chris
Not too sure how you stated , if we already have an LLC in our state and want to transfer to a holding wyoming llc. How again do we do it?
Hi. I cannot give legal advice without being retained, so my answer is for general information purposes only. Generally, if you want to transfer a current LLC that you own to a WY LLC holding company (so that you own the WY LLC and the WY LLC owns the existing LLC), you would take the following steps:
1. Form the WY LLC with the exact same member(s) and % ownership as your current LLC. For a video on how to form a WY LLC on your own, go here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html
2. Enter into a contribution agreement where you contribute your membership interests in your current LLC to the WY LLC in exchange for your membership interests in the WY LLC (in the same %). For a contribution agreement template, a related company of mine is going to provide one soon here: bit.ly/Legal-Templates
3. Amend your current LLC Operating Agreement to show that the WY LLC is the new owner (sole member) of the current LLC. Depending upon your current LLC's state, you may have to update the state documents to reflect that change (usually when you file the annual report).
4. Have your WY LLC Operating Agreement show that the same members that did own the current LLC now own the WY LLC in the same %.
5. Note that the same company currently has modifiable (in Word) attorney-quality Operating Agreement templates here: bit.ly/Legal-Templates.
So, at the end of these steps, you would own the WY LLC (in same way current LLC was owned), and the WY LLC would own the current LLC.
I hope that helps, and I wish you all the best! Best regards, Chris
@cjlawvideos I think we did e everything right. How much would you charge to double check e everything?
In case of changing it after the fact, do you file an amendment form with the Secretary of CA to reflect the change? Or is there another form for an interest contribution and change in ownership?
Hi. Thanks for watching and for your question. If you already have a CA LLC that you own and want to change ownership to a WY LLC, I recommend the following steps (generally speaking - this is not legal advice):
1. Form WY LLC with the same members and percentages of the CA LLC.
2. Enter into simple Contribution Agreement whereby you (owners/members of CA LLC) contribute your membership interests in the CA LLC to the WY LLC that you already own. If you need one, a related company of mine will have (or has) a Contribution Agreement template here: bit.ly/Legal-Templates
3. Amend the CA LLC's Operating Agreement (which is an internal document) to reflect that the Member is now the WY LLC.
4. Regarding what to do at the Secretary of State of CA, please note: (i) you do not need to amend the Articles of Organization since that does not list the member, but (ii) you can either file an amended statement of information now to reflect the WY LLC as the new member (unless you only listed the Manager of the CA LLC in the prior filings, in which case you do nothing if it is the same Manager), or you can wait until it is due (every 2 years) to make that change. Most people just wait, but if you want the public to know ASAP, then you can file one at any time.
Hope that helped, but if not, please let me know. Thanks. Best regards, Chris
@@cjlawvideos Very helpful, thank you! Any reason I would want the public to know ASAP in general? Just trying to think of what can go wrong if I wait before filing the member's amendment.
@@epirouette You're welcome. Not really unless you believe someone (e.g., at a bank) will need to look on the CA SOS's website to confirm the ownership (and won't accept the amended Operating Agreement. Most people just wait to update the statement of information in CA until it is due. Let me know if you have other questions, thanks! Best regards, Chris
@epirouette Hi, I saw another question from you about insurance. You may have deleted it, but normally you would want the LLC as the named-insured and you can add the members as "additionally insured" if you like. It's best to discuss this with your agent, as there may be additional costs in doing so, but I hope this helps. Best regards, Chris
@@cjlawvideos Thank you! Right, I was back and forth in my head but not even sure if there is any benefit at all from doing that? By the way, I'm planning on using your Contribution Agreement template :)
I live in OH. And, have watched many of your videos along with Anderson Advisors, etc. I want anonymity and was thinking a holding co structure sounds exactly what I want. I think I'd setup the WY LLC as manager managed with Bizee as the manager, then they would resign and the OH LLC would be member managed with the WY LLC as the only member. Would I then setup a trust as the only member in the WY LLC?
Hi. Thanks for watching and for your questions. I can't give specific legal advice without being retained, but here are some general things to consider:
1. Neither the Manager nor the Member is public knowledge in WY. The only public document that will have a name attached to it is the annual report. However, the annual report does not indicate the capacity/title of the person signing it, and you can always have a nominee or other authorized rep sign it if you want your name completely anonymous.
2. I don't believe you can appoint Bizee as the manager (just the organizer), but appointing yourself as the Manager will not show up anywhere in WY. The WY members and managers are as determined in the Operating Agreement. If you want a comprehensive attorney-quality Operating Agreement at a reasonable price (since it does not come with any legal advice), a related company of mine offers them here: bit.ly/Legal-Templates.
3. Having a member-managed LLC in OH may be fine if you just have to list the member on the OH filings and annual reports. However, you may still have to sign annual reports in some capacity (though, like WY, you can likely have an authorized rep do it for you if you do not want to).
4. You can set up the trust as the member of the WY LLC before or after you set up the WY LLC. It won't help with anonymity (since the members of WY LLCs are anonymous), but it will help with estate planning. If you are going to set one up anyway, you may as well do it beforehand. For where to input the trust name during the formation process, I cover this in my How to Set Up WY LLC video here: th-cam.com/video/NUezXXe7nwI/w-d-xo.html.
I hope that helped, and best of luck to you and your businesses! Best regards, Chris
What is the process of moving a rental property that is in my personal name to a WY holding LLC?
Thanks for watching and for your question. In fact, I will be doing a separate video on that topic, as I know it is a common question. I cannot give you legal advice without being retained (or tax advice ever), but generally speaking the steps are as follows (assuming you want the holding company structure):
1. Set up the WY LLC as the holding company. Make sure the WY holding company is owned exactly as your property is owned (e.g., if you and your spouse own the property, you and your spouse should own the WY LLC 50/50).
2. Create the LLC in the state in which the property resides, and have that LLC owned by the WY LLC (as the sole member).
3. Go to your local title company (or county recorder's office) and have them record a "Quit Claim" (or similar) Deed transferring the property from you to the underlying State LLC. HOWEVER, before you do that, if you have a mortgage, first confirm with the lender that the transfer to the State LLC is ok and not going to trigger a "due on sale" clause. Although these are rarely enforced, you should get the lender's approval before doing this.
4. I cannot give tax advice, but in most counties/states, so long as the property is ultimately owned by the same owners (e.g., you and your spouse as the members/owners of the holding company), this should be a tax exempt transaction (unless one of the LLCs elects to be taxed as a C Corp, which it should not in my view). In fact, for real estate, it is best not to make any tax elections in my opinion.
Hope this helps! Best regards, Chris
So for tax purposes, can the LLC that owns the real estate choose to be taxed as a partnership and the holding company can it choose to be taxed as an S corp?
Hi. Thanks for watching and for your question. And, my apologies for the belated reply. Unfortunately, I cannot give tax advice and recommend you discuss this with your CPA or tax advisor. With that said, for general information purposes only, I have the following comments:
1. Note that, generally speaking, most tax advisors recommend that an LLC which owns real estate should not elect to S Corp tax status.
2. Your question is a good one, but please note the following:
(a) Unless the LLC that owns real estate has multiple members (e.g., the holding company and another member), it cannot be taxed as a partnership. If the only member will be a holding company (one member), then the default tax election is as a sole proprietorship for the subsidiary LLC .
(b) If the subsidiary LLC is taxed as a sole proprietorship, it is essentially a "disregarded entity" for tax purposes. As such, the income and losses will be rolled up to the holding company (which, in your example, would be taxed as an S Corp). The subsidiary would be considered a "Qualified Subchapter S Subsidiary." This situation would likely be contrary to your goals of avoiding S Corp tax status in a real estate holding LLC structure.
(c) If there will be more than one member in the subsidiary LLC that owns the real estate, then you can choose to have the holding company taxed as an S Corp with the subsidiary taxed as a partnership. However, you should ask your tax advisor whether that makes the most sense for you and your situation, especially if the subsidiary owns real estate.
Sorry I cannot help you, but if you want a referral for a CPA who can properly advise you, feel free to reach out to me here: www.chrisjacksonlaw.com. Best regards, Chris
Does this mean that my LLC in Tennessee needs to have only one member, Which is my LLC in Wyoming? And do I need to Bank Accounts to do Business in the LLC's, or can the Bank Account in Wyoming purchase property in Tennessee and place it under Tennessee LLC?
Thank you for watching and for your question. I can't give specific legal advice without being retained,, so the following is for general information purpopses only:
1. Yes, the typical LLC Holding Company structure I recommend in this video is to have a WY LLC as the holding company and sole member of the operational LLC (e.g., your Tennessee LLC). In other words, you would be the member of the WY LLC and the WY LLC would be the member of the Tennessee LLC.
2. As for bank accounts, each LLC should have its own bank account so that funds are not commingled. Rent and rental expenses would be in the TN LLC's bank account. Contributions of capital by you would go to the WY LLC (through its bank account) and then down to the TN LLC. Distributions of profits to you would go from the TN LLC to the WY LLC to you. You can have all bank accounts at the same bank or different banks ... it's up to you. You can open them both in TN if you like.
Hope that helps, and best of luck to you and your business! Best regards, Chris
@@cjlawvideos On the contrary your videos are extremely valuable.. 🙏 thank you…
@@icilahmb I appreciate the kind words, thanks! Best regards, Chris
How would this work with Florida Land Trusts where the WY LLC is the beneficiary? Would I have to file it as a foreign entity?
Thanks for watching and for your question. I'm not very knowledgeable about Florida Land Trusts, and I cannot give legal advice without being retained. However, if your ultimate objective is to put Florida property into a WY LLC, then yes you will have to register the WY LLC as a foreign LLC in Florida. Alternatively, you can have a WY LLC as the Holding Company and form a FL LLC as its subsidiary, and have the FL LLC own the property. I hope I answered your question, but if not, please let me know. Thank you. Best regards, Chris
Hello, could I create an LLC without my ID? and same for bank account?
Hi. Thanks for watching and for your questions. You don’t need an ID to create an LLC, but generally you will need one to open (or become a signatory on) a bank account. Best regards, Chris
Why not have a trust own the LLCs?
Thank you for watching my video and for your question. I cannot give legal advice without being retained, so the following is for general information purposes only.
You can certainly have a revocable trust (or other trust) own the holding company LLC and the holding company LLC own the underlying LLCs. That is great for estate planning purposes. If you are asking about land trusts, those are more complicated in my view and also generally don't offer as much asset protection as an LLC. With that said, please let me know if I misunderstood your question! Best regards, Chris
If you set up a holding company in WY but running a business in California , is it possible to name the holding LLC and California LLs the same. Can you have one name for both LLCs?
Hi. Thanks for watching and for your question. That's a good question. So long as the name is available in both WY and CA, then each state will allow you to set up the LLC in their state with that name. So, technically, yes, you can have the exact same name for each LLC in each state. If you have any issues, you can perhaps just add the word "Holding" to the WY LLC to distinguish between the two (which you may want to do anyway to keep things straight :)). Please make sure you have each LLC use a different EIN and bank account. Let me know if you have other questions, thanks. Best regards, Chris
Thank you so much for your time and answer. Will it make sense to set up the 2 nd LLC in Wyoming as well ? This way we can benefit from the privacy and also set it up where we can do business in another state. The goal is to have as much protection as possible- please advise, thank you again
Do you do work on va
Thank you so much for your time and answer. Will it make sense to set up the 2 nd LLC in Wyoming as well ? This way we can benefit from the privacy and also set it up where we can do business in another state. The goal is to have as much protection as possible- please advise, thank you again
@@mustaphaalaoui2146 Yes, if you are ok with the additional costs, you can certainly have both a WY Holding Company LLC and a WY Subsidiary LLC, and then qualify/register the WY Subsidiary LLC to do business in the appropriate state. I have formed that exact structure for clients. Here is my video on how to set up an LLC in WY: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. Great question. Best regards, Chris
May I ever call your business line for tax consultations in California laws ?
Hi: Thanks for watching and for your question. I cannot give tax advice, but I can refer you to my CPA who is both smart and relatively inexpensive. Feel free to reach out to me at www.chrisjacksonlaw.com and I'll connect you with him. Thank you. Best regards, Chris
It seems like there’s literally no point to form a solo LLC in California, other than getting an EIN number
Hi. Thanks for watching and for your question.
Yes, I prefer forming LLCs in WY, especially single-member LLCs, for the reasons set forth in this video: th-cam.com/video/Qag9vlnp348/w-d-xo.html. Then, if you are doing business in CA, you can qualify/register it as a foreign LLC doing business in CA.
With that said, some people will form a CA LLC if they are doing business in CA because they don't want to form one in WY and pay both the WY fees and the CA fees. The additional fees include (i) a one-time fee to register/qualify a WY LLC in CA, (ii) a WY annual fee of $60, + (iii) the fees to have a registered agent in WY (though they are free for Year 1 and capped at $119 per year thereafter if you use my recommended company). Also, a CA LLC may make sense in a Holding Company structure (if owned by a WY LLC), per this video.
With that said, yes, I agree, WY is the best option if you don't mind the extra fees. Best regards, Chris
@@cjlawvideos yes I wanted to reform my holding company outside of CA & do my operative LLCs where I actually am
@@lamonteasterjr Ok, then yes, you should follow the steps in my video, which are (i) form your holding company LLC in (e.g., WY), (ii) then form your CA LLC listing the WY (or other jurisdiction) hoding company LLC as the member. Please note for your reference:
1. If you choose to form an LLC in WY on your own, here is my tutorial: th-cam.com/video/NUezXXe7nwI/w-d-xo.html
2. If you choose DE over WY for your holding company LLC, here is my tutorial: th-cam.com/video/fBLlyzdeFGw/w-d-xo.html
3. If you want to form your subsidiary operating LLC in CA, here is my tutorial: th-cam.com/video/LOtPM_b6JGU/w-d-xo.html
Best regards, Chris
@cjlawvideos what do you think about a holding company llc in Nevada?
Hi. If you live in NV, then you may want to do the Holding Company there. I recommend WY, DE, NV in that order typically per another video of mine (See: th-cam.com/video/Qag9vlnp348/w-d-xo.html). The downside to NV is that the fees are higher. Other than that, NV will work. Note that my video on how to set up a WY LLC will also work for NV (I don't have one for NV yet). If interested, here it is: th-cam.com/video/NUezXXe7nwI/w-d-xo.html. Hope this helps, and best of luck to you and your business! Best regards, Chris