CA corporation moved from CA to NV

Technical topics regarding tax preparation.
#1
Keyad22  
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Bay Area, California
Taxpayers (shareholders) decided to move a CA corp to a NV corp. All the shareholders are moving from CA to NV. It may take 1-2 years.

Secretary of State in CA says, " A California Corp cannot convert to a foreign entity. "

Now taxpayers (shareholders) set up an Nevada entity (corporation or LLC) first.
Then Shareholders merge the NV entity and the CA corp.
Dissolve the CA corp.

Is that a practical procedure? It is should be tax free. Right? Will the new corp keep the original EIN?

What are the reasons that CA allows CA LLC, LP, GP to convert to a foreign entity but a CA corp cannot convert to a foreign entity?

Thank you!
 

#2
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WESTERN USA
Per Spidell, effective 1-1-23, SB 49 establishes a procedure for a CA corp to convert to a foreign corp or entity allowed in the new State similiar to being a CA GP/LP,LLC. They also reccomend contacting attorney to avoid any unattended results.
 

#3
Keyad22  
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1209
Joined:
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Location:
Bay Area, California
Thank you!
 

#4
Wiles  
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21-Apr-2014 9:42am
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CA
I have a question along these lines. I have a client with a CA corp also registered in MT. They plan to re-domesticate to MT. They still have a filing requirement in CA due to an installment sale.

What are their steps with CA after the re-domestication?

Do they cancel the prior CA corp then set up the "new" MT corp as a foreign corp in CA?

Or do they convert the existing domestic CA corp to a foreign corp?

I'm trying to figure out what corporate filings I will need to do with CA. Do we have two short year tax returns?
 


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