Obtaining California SOS number for out-of-state LLC
"SOS stands for Secretary of State. The California Department of State handles the business entities registration, and the website is here. See ""Forms"" in the navigation menu on the left. Specifically, you'll be looking for LLC-5."
"I'll answer in general terms, since I'm not familiar with the price ranges in Florida. The LLC formation costs $125 (state fee). In addition you'll need a registered agent. Registered agent could be your CPA/EA/bookkeeper/property manager/local friend, or you can pay firms specializing in providing registration and agents services such as NorthWestern or LegalZoom (there are many others). You'll need to pay an annual fee of ~$140 in Florida. If you are using someone to do the formation, they'll charge more (usually the on-line services are cheaper than a local CPA or attorney, by $100-$300). Bookkeeping will probably be charged by the hour, but some bookkeepers charge flat fees for small accounts. Per hour would be probably in the range of $40-$80. You'll have to pay taxes - both in Florida (where the property is) and on the Federal level to the IRS. You'll be paying them as a non-Resident individual. Your CPA/EA will charge you anywhere between $150 to $500 for that (if they charge more - run away, unless there's some specific complication that requires extra costs). You will need a ITIN for that, your CPA/EA can help you get one or you can apply yourself.  Be careful with all those people selling cr@p about organizing in Delaware/Wyoming/Nevada (like CQM in his answer). Organizing in a state other than where the properties are located (or off-shore) won't save you a dime, and not only that - it will add to the costs. Because you'll have to pay to the state where you organized (CQM mentioned Wyoming - $50/year), keep registered agent in the state of organization (+$99) and also do all the things I've described above about Florida - as a ""Foreign"" (out of state) entity, which may mean higher fees. It won't save you any taxes as well, because you pay taxes to the state from which you derive income, which is Florida, either way. Remember that what you call LLC in Italy may be in fact a ""Corporation"" as defined in the US, and there's a huge difference. You should probably not put a real-estate property in a Corporation in the US. You must get a legal advice from a (Florida) lawyer ($0-$500/hr consultation), and a tax advice from a (Florida) CPA/EA ($0-$200/hr consultation). Do not consider anything I write here as a legal or tax advice, because it is not. You need a professional to help you because as an Italian, you don't know how things work exactly and relying on rumours and half-truths that you may find and get over the Internet may end up costing you significantly in damages. Also, talk to a reliable real estate agent and property manager before making any purchases." For purposes of the EIN the address is largely inconsequential. The IRS cannot (read: won't) recover the EIN if you fail to write it down after the website generates it for you. On your actual tax form the address is more consequential, and this is more so a question of consistency than anything. But an entity can purchase property anywhere and have a different address subsequent years. Paying the actual taxes means more than the semantical inconsistencies. The whole purpose of separate accounts is to make an audit easier, so even if someone imagines that some action (such as address ambiguity) automatically triggers an audit, all your earnings/purchases are not intermingled with personal stuff, which just streamlines the audit process. Consequences (or lack thereof) aside, physical means where physical property is. So if you have an actual mailing address in your state, you should go with that. Obviously, this depends on what arrangement you have with your registered agent, if all addresses are in Wyoming then use the Wyoming address and let the Registered Agent forward all your mail to you. Don't forget your $50 annual report in Wyoming ;) How did you open a business paypal without an EIN? Business bank accounts? Hm... this is for liability purposes... I realize this is a stale topic, but to anybody who may swing by looking for an answer to this question (on the recently revised W-8BEN), a foreign taxpayer can get an individual taxpayer identification number (ITIN) without being resident in the US.  However, an ITIN will often not be necessary for W-8BEN purposes if you have a tax number from your local jurisdiction.  Check the Form W-8BEN instructions for your specific situation, but some taxpayers will need neither a US-issued ITIN nor a foreign-issued TIN. Forming a Delaware or Nevada LLC would be expensive and generally subject to federal and state tax and filing obligations.  It would also moot the need for a W-8BEN, which only applies to foreign taxpayers; the equivalent form for domestic taxpayers is Form W-9. This is more of a general answer about your situation than a specific answer to your question.  You might consider getting a SIP telephone number based in the US, or an even easier to use IP based phone number. That way you can use it through your Internet connection and make eaiser calls to US companies that you still have a business relationship with. We run into this all the time with our EU clients. As far as I can tell, the only requirements when it comes to invoicing have to do with sales tax, which is determined at the state level, and only in the case that items are taxable. It seems that the service provided to you is not taxable and so there is no obligation under Californian law to provide you with the invoice you need.  That said, it would be nice to provide this information to you as a courtesy. We don't provide the information typically required by EU tax authorities on our receipts either, but whenever one of our EU clients requests a more formal invoice we gladly send them one. "The decision whether this test is or is not met seems to be highly dependent on the specific situation of the employer and the employee.  I think that you won't find a lot of general references meeting your needs. There is such a thing as a ""private ruling letter,"" where individuals provide specific information about their situation and request the IRS to rule in advance on how the situation falls with respect to the tax law.  I don't know a lot about that process or what you need to do to qualify to get a private ruling.  I do know that anonymized versions of at least some of the rulings are published.  You might look for such rulings that are close to your situation. I did a quick search and found two that are somewhat related: As regards your situation, my (non-expert) understanding is that you will not pass in this case unless either (a) the employer specifies that you must live on the West Coast or you'll be fired, (b) the employer would refuse to provide space for you if you moved to Boston (or another company location), or (c) you can show that you could not possibly do your job out of Boston.  For (c), that might mean, for example, you need to make visits to client locations in SF on short-notice to meet business requirements.  If you are only physically needed in SF occasionally and with ""reasonable"" notice, I don't think you could make it under (c), although if the employer doesn't want to pay travel costs, then you might still make it under (a) in this case." Forms for the Colorado LLCs are online. You can find the link to the dissolution form here, and instructions here. IRS instructions are here. That's what they want: To close your business account, send us a letter that includes the   complete legal name of the entity, the EIN, the business address and   the reason you wish to close your account. If you have a copy of the   EIN Assignment Notice that was issued when your EIN was assigned,   include that when you write to us at: Internal Revenue Service Cincinnati, Ohio 45999 Everything is pretty straight forward.  Note that you might be required to file a initial/final tax return if you had any transactions. "TL;DR: Get a tax adviser (EA/CPA licensed in your State) for tax issues, and a lawyer for the Operating Agreement, labor law and contract related issues. Some things are not suitable for DIY unless you know exactly what you're doing. We both do freelance work currently just through our personal names.   What kind of taxes are we looking into paying into the business   (besides setup of everything) compared to being a self proprietor?   (I'm seeing that the general answer is no, as long as income is <200k,   but not certain). Unless you decide to have your LLC taxed as a corporation, there's no change in taxes. LLC, by default, is a pass-through entity and all income will flow to your respective tax returns. From tax perspective, the LLC will be treated as a partnership. It will file form 1065 to report its income, and allocate the income to the members/partners on schedules K-1 which will be given to you. You'll use the numbers on the K-1 to transfer income allocated to you to your tax returns and pay taxes on that. Being out of state, will she incur more taxes from the money being now   filtered through the business? Your employee couldn't care less about your tax problems. She will continue receiving the same salary whether you are a sole proprietor or a LLC, or Corporatoin. What kind of forms are we looking into needing/providing when   switching to a LLC from freelance work? Normally we just get 1099's,   what would that be now? Your contract counterparts couldn't care less about your tax problems. Unless you are a corporation, people who pay you more than $600 a year must file a 1099. Since you'll be a partnership, you'll need to provide the partnership EIN instead of your own SSN, but that's the only difference. Are LLC's required to pay taxes 4 times per year? We would definitely   get an accountant for things, but being as this is side work, there   will be times where we choose to not take on clients, which could   cause multiple months of no income. Obviously we would save for when   we need to pay taxes, but is there a magic number that says ""you must   now pay four times per year"". Unless you choose to tax your LLC as a corporation, LLC will pay no taxes. You will need to make sure you have enough withholding to cover for the additional income, or pay the quarterly estimates. The magic number is $1000. If your withholding+estimates is $1000 less than what your tax liability is, you'll be penalized, unless the total withholding+estimates is more than 100% of your prior year tax liability (or 110%, depending on the amounts). The LLC would be 50% 50%, but that work would not always be that. We   will be taking on smaller project through the company, so there will   be times where one of us could potentially be making more money. Are   we setting ourselves up for disaster if one is payed more than the   other while still having equal ownership? Partnerships can be very flexible, and equity split doesn't have to be the same as income, loss or assets split. But, you'll need to have a lawyer draft your operational agreement which will define all these splits and who gets how much in what case. Make sure to cover as much as possible in that agreement in order to avoid problems later." "This is an answer grounded in reality, not advice. Most states have no means of enforcing their foreign business entity registration statutes. Some states never even codified consequences. (California is a notable exception.). Some states have 'business licenses' that you need in order to defend your entity in court, but will retroactively apply the corporate veil when you get the license. The ""do I have to register"" question is analogous to asking a barber if you need a haircut. But this doesn't absolve you of looking in the mirror (doing your research). Registration and INCOME taxes are different stories. If a state calls their fee a franchise tax and it is applicable and there are real consequences for not, then you will have to pay that tax. Anyway, this isn't advocating breaking the law, but since it describes ignoring toothless state-chartered agencies, then there are people that will disagree with this post, despite being in line with business climate in the United States. Hope that helps" It's not so much about time but about intent.  If your intent is to move there permanently, it would be when you arrive in the state for the purposes of living there (i.e. not from a while before that when you went to check a place out or for an interview).  I believe that most (if not all) states expect you to get a Driver's License from that state within 30-days of moving there. Something like a Driver's License or State ID would be proof of your residency.  These things vary greatly from state to state, so you'd have to research particular states.  Or find someone who's done that already. A bit of searching, specifically for Texas, brought me to this forum thread: If you / he wish to establish residency here -- here being Texas -- get a Texas Driver's License and Voter Registration here. Government issued ID with a Texas address is pretty much bulletproof defense against being found to be a resident of elsewhere. Your battle, if there is one, will not be with Texas, but with your present home of record state and/or local government if there are income taxes associated with having been a resident there during the tax year. Which brings up the other question: You would need to make sure that California does not have some provision that would cause you issues.  (This isn't so much a case of income from a company in the state as it about capital gains, but it is still prudent to check.) First of all, this is a situation when a consultation with a EA working with S-Corporations in California, CA-licensed CPA or tax preparer (California licenses tax preparers as well) is in order. I'm neither of those, and my answer is not a tax advice of any kind. You're looking at schedule CA line 17 (see page 42 in the 540NR booklet). The instructions refer you to form 3885A. You need to read the instructions carefully. California is notorious for not conforming to the Federal tax law. Specifically, to the issue of the interest attributable to investment in S-Corp, I do not know if CA conforms. I couldn't find any sources saying that it doesn't, but then again - I'm not a professional. It may be that there's an obscure provision invalidating this deduction, living in California myself - I wouldn't be surprised. So I suggest hiring a CA-licensed tax preparer to do this tax return for you, at least for the first year. The LLC (not you) is probably in debt to the California FTB. Any LLC registered in California must pay at least $800 a year, until it is officially dissolved (i.e.: notice of cancellation/dissolution properly filed with the California Secretary of State). The FTB may come after members (including you) personally, if it can prove that the failure to pay was due to your negligence. Talk to a CA-licensed EA/CPA about how to resolve this. Otherwise, at least from what you've described, there were no other taxable events. LLC is a disregarded entity, so the IRS doesn't care about it much anyway (unless someone was stupid enough to elect it to be taxed as a corporation, that is). Keep in mind that when in doubt - you are always better off with a professional (a CPA/EA licensed in your State) advice. California is very aggressive about enforcing LLC franchise taxes.  The only correction I'd make to Kekito's answer is that the fee is $800 minimum or some percentage of the LLC's total business volume in the state.  What's killer about it is that the tax is dependent not on what your LLC's profit is, but what its revenues are!  Here's a good link explaining how the tax is calculated: California LLC Franchise Tax Rates Be very careful about making sure you comply with every dot in the California codes or else you really won't like what happens.  It's one of the reasons so many companies avoid locating operations in California if at all possible. I hope this helps. Good luck! "Wyoming is a good state for this. It is inexpensive and annual compliance is minimal. Although Delaware has the best advertising campaign, so people know about it, the reality is  that there are over 50 states/jurisdictions in the United States with their own competitive incorporation laws to attract investment (as well as their own legislative bodies that change those laws), so you just have to read the laws to find a state that is favorable for you. What I mean is that whatever Delaware does to get in the news about its easy business laws, has been mimicked and done even better by other states by this point in time. And regarding Delaware's Chancery Court, all other states in the union can also lean on Delaware case law, so this perk is not unique to Delaware. Wyoming is cheaper than Delaware for nominal presence in the United States, requires less information then Delaware, and is also tax free. A ""registered agent"" can get you set up and you can find one to help you with the address dilemma. This should only cost $99 - $200 over the state fees. An LLC does not need to have an address in the United States, but many registered agents will let you use their address, just ask. Many kinds of businesses still require a bank account for domestic and global trade. Many don't require any financial intermediary any more to receive payments. But if you do need this, then opening a bank account in the United States will be more difficult. Again, the registered agent or lawyer can get a Tax Identification Number for you from the IRS, and this will be necessary to open a US bank account.  But it is more likely that you will need an employee or nominee director in the United States to go in person to a bank and open an account. This person needs to be mentioned in the Operating Agreement or other official form on the incorporation documents. They will simply walk into a bank with your articles of incorporation and operating agreement showing that they are authorized to act on behalf of the entity and open a bank account. They then resign, and this is a private document between the LLC and the employee. But you will be able to receive and accept payments and access the global financial system now. A lot of multinational entities set up subsidiaries in a number of countries this way." "The legal term for this is ""intestate succession"". The 1990 Uniform Probate Code form the basis for intestate succession, though implementation and supplementary provisions will vary from state to state. Under the Probate Code, the estate will be distributed as follows : The Probate Code does not appear to state what happens if no such beneficiaries are found.  I suspect the estate would be taken by the IRS after a suitable period of time has passed to allow for relatives to come forward. The source for this answer is the FindLaw website.  The law will apply equally to US citizens and foreign nationals."