What is the best way to convert from a New Jersey LLC to a Delaware LLC?

Many times owners need to move a business to another state to lower the cost of business or improve the quality of life for the owners/employees. However, the process for LLC’s can be somewhat complicated, and your options depend on a number of different variables.

Your best bet would be to contact a lawyer and at least get a little guidance about what you are trying to accomplish. Finding a lawyer who is familiar with interstate business transactions/dealings, formation/organization of corporate entities, or management/consulting experience with companies in a similar situation to your own, can really make this process easier and avoid complications later down the road.

Unfortunately, businesses lack a medium to effectively find the best lawyers when they need them. That is why we started LawTrades. We have top notch pre-vetted attorneys on our site available on-demand. Users can connect with lawyers 24/7 and a majority of the legal relationship can be conducted through our web platform.

I have founded two separate companies, and throughout, I have found that businesses are at an inherent disadvantage to find quality legal services at the lowest prices. Lawyers are so important and helpful for companies, particularly in complex situations as your own. However, many companies are discouraged because there is uncertainty and concern about the legal costs and effectiveness of any particular lawyer. Your biggest mistake would be avoiding legal advice, and running into a problem later on that ends up costing the LLC a significant amount of money.

Aside from speaking with a lawyer, I can at least provide some limited insight into your question. There are really 4 options for an LLC moving to a different state.

1. Simply continuing doing business in NJ and file as a foreign LLC doing business in DE. This option can be problematic because it typically requires the LLC to pay annual taxes for both states, and may complicate tax filings for individual owners.

2. Dissolve/Liquidate the LLC in NJ and form a new LLC in DE. Because an LLC is a pass through tax entity, it will not be required to report and gain from the liquidation, and thus does not have any adverse tax consequences. However, you will have to re-file and go through the processes required by DE.

3. Form an LLC in DE and have the NJ LLC’s shareholders contribute ownership/membership interests from the original NJ LLC. This basically leads to the next option…

4. Form a new LLC in DE and merge the original NJ LLC into it. This essentially continues the original LLC and its life goes on in the new state. So, there is no need to file for a new federal EIN. Also, there are no immediate tax consequences as long as 50% of the original LLC owners continue to have an ownership interest in the new LLC. Once again, kind of a complicated/messy area, so you need to do some research here.

Like I said, your situation should definitely include a lawyers help. Each LLC is different, and each option will work well in certain situations. So you just need to identify (a) why you are trying to relocate, (b) how much you are willing to spend on the process, (c) who will have ownership interests in the new LLC, (d) can your LLC continue to operate effectively if you do move?

I hope this answer is helpful! This question involves a bunch of different aspects that are way to lengthy to get into on Quora. But if you have any other questions or need a hand finding some legal advice, I would be more than happy to help. So please don’t hesitate to reach out or visit LawTrades. Best of luck!!

Sending
User Review
0 (0 votes)

Comment

There is no comment on this post. Be the first one.

Leave a comment