How to Move a Corporation From Nevada to California

By Terry Masters

A corporation is not required to incorporate in the state where it is headquartered. As long as you maintain a registered agent in your state of incorporation and obtain permission to operate in any other state where you plan to transact business, you can set up your corporate headquarters anywhere. If your business is incorporated in Nevada, you have the option of changing your incorporation venue to California, or, alternatively, relocating the business to California without changing the company's incorporation paperwork.

Reincorporation

The state where you choose to file the articles of incorporation for your business is considered its corporate domicile, or home state. Your corporation is considered a domestic corporation of that state and a foreign corporation of any other state where it transacts business. One of the ways to move a corporation from Nevada to California is to change the corporation's domicile, also known as reincorporating. This is typically done when a corporation decides not to transact future business in the home state and wants to take advantage of benefits, such as favorable tax treatment, that may be available by being a domestic corporation of a different state. To reincorporate your business, you would have to withdraw your domestic registration in Nevada by filing articles of dissolution with the secretary of state's office and reorganize the business in California by filing articles of incorporation with that state.

Foreign Entity Registration

Alternatively, you could pursue a physical relocation from Nevada to California. Under this scenario, you would not withdraw your Nevada incorporation paperwork. Instead, you would submit a Statement and Designation by Foreign Corporation form, also known as a certificate of authority, with the California Secretary of State's office to obtain authorization to transact business in the state as a foreign corporation. Then, you would relocate your headquarters, physical plant or other operations from Nevada to California. You would be required to maintain a registered agent in Nevada who could accept official mail and court summonses, but you need not maintain any other type of business presence in that state.

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Business Name Registration

One of the most important parts of relocating your corporation from Nevada to California is to ensure that your business name is available for use in the new state. Your Nevada business registration only reserves your corporate name for your use within state boundaries. If you want to operate in California, either as a foreign or domestic corporation, you will need to verify that no other business is operating under a similar name. California is among the states that require a registered business to operate under a unique name that distinguishes it from other businesses to avoid confusion. You may be required to operate your business in California under an assumed business name, also known as a "doing business as" or DBA, or to officially change the legal name of your corporation.

Tax Registration

Another significant component in relocating your corporation from Nevada to California concerns your corporation's state tax liability. Nevada does not impose a state income tax on corporations. Instead, it assesses certain annual fees that must be paid to keep the corporation's registration active. Whether you relocate to California as a domestic or foreign corporation, you will have to register with department of revenue to pay California state taxes. If you keep your incorporation active in Nevada, you will also continue to pay annual fees and any sales or employment taxes for business conducted in that state.

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How to Change the State of Incorporation
 

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