Move Your Corporation to a Different State
L4SB will move your Corporation from its original state to a new (target) state.
This is a new, experimental service offering. Please be prepared for some trial-and-error — and even the states themselves can get confused about this. Rules are changing quickly, and our ability to do this depends on you, the status of your company, and whether the original and target states cooperate.
- Lawyer Defined (TM). Only the very best will do for our clients.
- Coordinated Paperwork. We’ll coordinate between your original and target states all the paperwork necessary.
- The Couture Bylaws/Shareholder Agreement (TM). The best Bylaws/Shareholder Agreement available (short of hiring an attorney), or we can make simple edits to your existing documents if you prefer, to make it compatible with the Target State.
- Work With Professionals. L4SB employs certified paralegals and trained legal assistants, with immediate escalation to attorneys as necessary.
- Same Day Service
- Attorney-Client Confidentiality. Only a law firm like L4SB is governed by the Attorney Professional Rules of Conduct that requires client confidentiality to be treated very seriously.
- Automatic Privacy. We only convey the absolutely minimum necessary to the state, in an attempt to maximize your privacy.
- Articles of Organization, Domestication or Merger. As appropriate.
- Stamped Articles / Certificate of Organization, Domestication or Merger. Necessary to open a bank account, and depends on your target state.
- Registered Agent Service. Legally required for legal notices and service of process.
- Potential Attorney-Client Privilege. Read more about this below (including important limitations). Your interactions with our attorneys are privileged, and can provide an extra layer of confidentiality, privacy and protection in some instances.
- Name Availability Verification
- Template Corporate/Shareholder/Board Resolutions
- Tailored Instructions: How to Vote. We give you personalized, tailored instructions on how to properly conduct a vote, given the methods and options you’ve selected in your Bylaws/Shareholder Agreement.
- Tailored Instructions: Taxation. We also give you personalized, tailored instructions on the tax status of your organization.
- Tailored Instructions: Next Steps. Once your organization is formed, we give you a checklist on next steps. If appropriate (i.e. for Asset Purchase and Foreign Corporation), we’ll give you an e-Book to help you with your transition.
- Spousal Consent. Very important when moving into or out of community property states, and is included in the Couture Bylaws/Shareholder Agreement.
- Compliance Assistance. Our systems will notify you of important dates and upcoming compliance tasks in your target state.
- Personalized Dashboard. We are investing heavily in technology, and constantly adding new features to make it easy to keep informed, seek guidance, obtain assistance, and more.
- Bank Account Anywhere. You can obtain a bank account anywhere in the US, including your target state.
- From Cradle to Grave. Forming a company is just your first interaction with us — we’ll be here to help you at every step, to provide legal assistance, advice, documents and much, much more (additional fees may apply).
What’s NOT Included:
- This service does not include structural changes to your Corporation, such as adding or removing shareholders, changing your Board of Directors, or other substantive changes to your Corporation. We can help you, but such help is not covered under the flat-rate fee of this offering.
- This service does not include dealing with any tax issues, whether federal, state or local.
- This service does not include local business licensure, permitting, professional licensure or other license issues.
- This service does not include unforeseen expenses, including but not limited to bringing your Corporation into compliance in the original state, paying back taxes or fees owed to any state, resolving naming problems or conflicts, or new fees or changes in fee structures at any state.
Domestication is where your Corporation literally moves from one state to another. This is only available when both states permit this (meaning, if only one state permits this, even the Target State, you cannot use Domestication). The Corporation remains the same, it’s just “domesticated” in a new state. It keeps its same FEIN. It keeps its credit, bank accounts, merchant accounts and everything. The process involves:
- We verify your Corporation is properly setup and in good-standing for the domestication, and we work with you and advise you as appropriate, if your Corporation needs work before the domestication.
- We submit a domestication request to your Original State (i.e. where your Corporation is currently domesticated).
- We submit the Plan of Domestication or Statement of Domestication, as appropriate, to the Target State.
- We form a new Corporation, if required, in those states where it is required.
- We update and revise your Bylaws, to make it compatible with your Target State. If you don’t have Bylaws, we’ll give you one.
- We’ll update any Buy/Sell Agreement and Shareholder Agreement, for an extra fee.
Merger is where your Corporation literally moves from one state to another, by merging into a new surviving Corporation and the old Corporation is dissolved. This has the same benefits as a domestication, but takes longer and is more expensive. You have a “new” Corporation, but it inherits all the attributes and traits of your old LCorporationC. It keeps its same FEIN. It keeps its credit, bank accounts, merchant accounts and everything. The process involves:
- We verify your Corporation is properly setup and in good-standing for the merger, and we work with you and advise you as appropriate, if your Corporation needs work before the merger.
- We form a new Corporation in the Target State.
- We update and revise your Bylaws, to make it compatible with your Target State. If you don’t have Bylaws, we’ll give you a new one.
- We submit the Plan of Merger to the Target State.
- We dissolve the old Corporation in the Original State.
Asset Purchase is where you literally sell all the assets of your old Corporation to a new Corporation located in a new state. You have a “new” Corporation, with the old assets, but it’s almost like starting over. You will need a new FEIN. You start over from a credit standpoint. Banks will require you to open a new account. Your merchant accounts and other vendor relationships will need to start over and you will need new accounts. The advantage to this, is the expense — it is much cheaper. The process involves:
- We form a new Corporation in the Target State.
- We update and revise your Bylaws, to make it compatible with your Target State. If you don’t have Bylaws, we’ll give you a template.
- We give you an “Asset Purchase Agreement” template, that you use to officially transfer the assets (note that you will need to revise and update this document, as appropriate for your unique circumstances and you will need to transfer the assets yourself to the new Corporation).
- We will give you a “Tips and Tricks for Transferring Assets in an Asset Purchase” e-Book to help guide you.
- We dissolve the old Corporation in the Original State.
Foreign Corporation is when you keep your existing Corporation where it is, but you also register it in the Target State. The advantage is low-cost and speed, but the disadvantage is that you may have to submit taxes in two states. The process involves:
- We file a foreign Corporation in your Target State.
That’s it. Your existing company stays as it is. You are then officially “conducting and transacting business” in both your Original and Target states.
Lawyer Defined (TM)
A L4SB exclusive. This means guaranteed high-quality processes and documents, to maximize your security, privacy, liability and asset protection, and much more. We won’t let you do something that can jeopardize your long-term safety, like our competition. For example, when our competition says you can use their address and provide “free mail service,” doing this violates USPS rules and therefore could be used against you and your company by a plaintiff’s attorney, if you ever found yourself in a lawsuit. We will also advise you, and help you setup your organization structure properly to maximize tax benefits, minimize liability, and ensure legal compliance in all jurisdictions you may operate.
Registered Agent Services
A registered Agent is a person or company with a mailing address (not PO box) in the state your company is registered who can receive service of process and governmental notices on behalf of your company. This is not a physical address for your company. The Law 4 Small Business difference: You’re not alone — We review legal notices sent to your company, and will give you feedback / guide you, if requested.
The Couture Bylaws/Shareholder Agreement (TM) for Corporations
Did you know good Bylaws and Shareholder Agreement is absolutely critical to minimize costly problems down the road? Good Bylaws and Shareholder Agreement are ones written for your specific state laws, tax status, management style, voting requirements and much, much more? This means a “template” is not going to cut it.
Only L4SB has it. We’ve written an expert system that generates a high-quality, highly customized Bylaws/Shareholder Agreement for you. Chose from over 100+ options, and it’s smart — it guides you and makes recommendations based on what it learns from you.
Potential Attorney-Client Privilege
Attorney-client privilege is a very complicated topic and is never absolute in all circumstances. It typically applies to communications between lawyers and their clients, and if it applies, it’s easy to lose if you’re not careful. To maximize the potential for attorney-client privilege with us, you are encouraged to include an attorney consult and to refrain from sharing your communications with us with any other party, except attorneys who are representing you. Please note that the assertion of attorney-client privilege is your responsibility, not ours. For example, if we are subpoenaed by a court of competent jurisdiction, any assertion of attorney-client privilege in such a circumstance will need to be made by your local counsel or by us if you hire us to represent you in such matter. We will not assert our privilege in any matter, unless we are being paid to represent you and have entered into an Engagement Agreement to do so.
This is a Filing Service, not a Legal Service
Legal services are governed by each state’s Professional Rules of Conduct, which convey numerous duties and obligations on attorneys that you may not normally expect. For example, when performing legal services, it’s critical an attorney does not create a conflict of interest with the client, as well as inform the client of any conflicts of interest. In this instance (for our Move Corporation filing service), we do not view nor treat this service as a legal service and therefore do not perform conflicts checking.