[jalonso510]

This hack is not a good idea. In most states you have to pay that year's franchise tax (the $800 in CA) before you are allowed to dissolve the company or surrender your qualification, and there are also filing fees for each of these things so you will never save money doing this way and will instead pile up more fees.

In general legal and tax is not the place where you want to be trying to innovate.

[will_brown]

>In most states you have to pay that year's franchise tax (the $800 in CA) before you are allowed to dissolve the company or surrender your qualification, and there are also filing fees for each of these things...

Actually you would not have to pay the CA $800 franchise tax so long as you dissolve/cancel the qualification before the yearly due date and there is no separate filing fee to cancel the foreign LLC qualification in CA.

The only time the $800 fee would need to be paid is if the business was not dissolved/cancelled before the annual due date, then the $800 would need to be paid before CA would accept dissolution and CA will come after the franchise tax + penalties.

>In general legal and tax is not the place where you want to be trying to innovate.

Its not "innovation" its practice. And after you have formed thousands of businesses for people you can identify the best solution for their needs. I wouldn't recommend the "hack" for most businesses, but under a very specific set of facts where the LLC is just for liability protection and the CA $800 franchise tax is prohibitive, there are ways to do it at the trade off of continuity of the business, and this is one of the rare instance continuity might count for nothing.

[gamblor956]

I wouldn't recommend the hack to anyone, as what you suggested would be treated as tax evasion by the California Franchise Tax Board.

[will_brown]

We are both lawyers, I don't know how often you have worked with CA secretary of State and Franchise Tax Board, but I will tell you this, in thousands of interactions I have never had the franchise tax board waive a $800 minimum franchise tax after it has been incurred. Even if the owner was indigent, the business not just dejure inactive but defacto inactive, and they just wanted to dissolve to avoid incurring additional penalties...Not once, ever, and they would initiate collection actions.

On the other hand, when it is legitimate - lets be careful not to read additional facts here - an owner may dissolve an LLC before incurring the franchise tax obligation and open a new LLC...even with the same name, and it is not tax evasion. Obviously returns are a separate issue and final returns, even with no income or loses, would be filed. A side project with no income is a perfect example of when this might be done properly without issue.