We've all heard the claims: "Nevada has no corporate income tax!" "Wyoming LLCs are the most affordable!" "Delaware is the best state to start an LLC!" But let me tell you, it's mostly just hype. These so-called advantages don't really apply to the majority of LLC owners.
The truth is, the disadvantages of forming an LLC outside of your home state far outweigh any perceived benefits. Let me explain why.
Domestic LLC vs. Foreign LLC
If you form an LLC in your home state, it's called a Domestic LLC. But if you form an LLC outside of your home state, you'll have to register it as a Foreign LLC in your home state. This means you'll have to deal with multiple filings, fees, and requirements.
For example, if you form an LLC in Nevada but don't live there, you'll need to register that Nevada LLC as a Foreign LLC in your home state. This means you'll have two LLC filings, two sets of fees, and the need for a Registered Agent in Nevada. It can easily double your costs and headaches.
States Charge Fines and Penalties
Every state enforces its rules that require an LLC to be registered as a Foreign LLC if it's doing business there. Failure to comply can result in fines, penalties, and even legal action. The fines vary from a few hundred dollars to thousands of dollars per year, depending on the state.
For example, the Connecticut Secretary of State collects hefty fines from companies operating in the state without proper registration. In some cases, fines reached $30,795. The penalties can include monthly fines, unpaid taxes and fees, and interest charges. The state can even prevent the LLC from doing any further business.
Taxes Are Paid Where Money Is Made
One common misconception is that forming an LLC in another state can save you on state income taxes. But that's simply not true. Taxes are paid where money is made. If your business operates in your home state, that's where you'll be paying taxes, regardless of where your LLC is formed.
The same goes for online businesses. Just because your business operates online doesn't mean you can bypass tax laws. You need to register your LLC in the state where you primarily operate and where you have significant ties, such as your residence, driver's license, and where you pay state taxes.
Nevada, Wyoming, and Delaware
Nevada, Wyoming, and Delaware are often touted as the best states to form an LLC. But the truth is, the benefits are exaggerated. Most of the advantages apply to corporations, not LLCs. Delaware, for example, is known for its large number of corporations, not LLCs.
The claims that these states make are mostly for financial gain. They benefit financially from LLC formations, and the companies promoting these states earn millions of dollars by hyping them up. In reality, there are far more LLCs formed in other states.
In short, forming your LLC in your home state is the best choice. It's less hassle, less costly, and aligns with where you're actually doing business.
Exceptions
There are a few exceptions when it comes to choosing a state for your LLC:
- California Residents: If you live in California, it's best to form your LLC in California due to its unique tax laws.
- Non-U.S. Citizens and Residents: If you have no physical presence in the U.S., you can choose any state to form your LLC. However, if you have a presence in the U.S., you should form your LLC in the state where you conduct business.
- Real Estate LLCs: If you're investing in real estate in a state other than your home state, it's best to form your LLC in that state to avoid unnecessary registration requirements.
- Wyoming Holding Company: Some real estate investors set up a Wyoming LLC as a holding company for their properties in multiple states. This allows for greater flexibility and asset protection.
Conclusion
In conclusion, forming your LLC in your home state is the most sensible choice for the majority of business owners. It's more straightforward, less expensive, and aligns with where you're actually conducting business. Don't fall for the hype surrounding other states; stick to what makes practical and financial sense for your business.
