Q: We just moved to Wisconsin, but have an LLC registered in California. How do we move our California LLC to Wisconsin?
Thank you to a customer, and new Wisconsin resident, for this great question! The process to move a business from one state to another state is called domestication. Not all states recognize the process, but you’re in luck, because Wisconsin does! Here’s the steps you’ll need to follow in order to move your LLC from the Golden State to the Badger State.
What is Domestication?
Domestication is the process by which a business, in this case an LLC, moves from the state where it is currently registered, to a new state. Domestication allows the LLC to retain its original date of formation, federal tax identification number, bank accounts, federal licenses, and contracts with clients. Don’t confuse domestication with foreign qualification. Foreign qualification allows a business to expand operations to multiple states while remaining active in its domestic state. Domestication is about closing up shop in your LLC’s home state, and moving it to another state.
Advantages of Domestication?
- Keep your EIN. Domestication does not change the LLC’s EIN (employer identification number). Your LLC will continue to report taxes under its original EIN, which means you won’t need to deal with the hassle of getting a new EIN from the IRS.
- Seamless transition. In most cases, domesticating your LLC in your new home state will allow for a an easier move with minimal business interruptions. In short, your LLC will continue to operate in the same way it always has, with no need to move employees, transfer business assets, or even change with original business contracts.
- Maintain your business bank accounts. Domestication can avoid the need to open a new business bank account. Although the LLC will want to notify the bank of the change of address, the LLC can usually continue to use the same bank accounts and operations.
Steps to Move Your LLC to Wisconsin
Moving your LLC from California to Wisconsin involves the following steps:
1. Vote On a Plan of Conversion
In accordance with Wisconsin state law, all LLC members will need to approve of the plan, which means that the members will need to meet and vote on the move from California to Wisconsin. The affirmative vote will need to be recorded in the LLC’s Operating Agreement, which will need to be kept with the LLC’s records.
2. Get a Certificate of Status From California
A Certificate of Status is a document that proves to Wisconsin that your LLC is in compliance with all California reports, fees, and taxes. You can get a Certificate of Status online, in person, or by mail. Online filings only cost $5 and are available immediately. To file in person or by mail you’ll need to print out and complete a Business Entities Records – Order Form. In person filings will cost you $10, but are available the next day. Mailed requests will cost $15 and can take up to a week to be processed.
3. File Wisconsin Articles of Conversion
To officially move your California LLC to Wisconsin, you’ll need to fill out and submit Articles of Conversion (Form 100). You can only file in person or by mail. Regular filings cost $150, and can take up to a week to be processed. Expedited filings cost $175, but will be processed in one day.
Standard Mail:
Wisconsin Dept. of Financial Institutions
PO Box 93348
Milwaukee, WI 53293-0348
In Person or Express/Priority Mail:
Wisconsin Dept. of Financial Institutions
Division of Corporate and Consumer Affairs
4822 Madison Yards Way, North Tower
Madison, WI 53705
Will my LLC be able to keep its name?
That all depends on if another business in Wisconsin hasn’t already registered your LLC’s name. You can find out if your LLC’s name is in use by performing a Corporate Records Search with Wisconsin’s Department of Financial Institutions.
Will my business permits and licenses move with my LLC?
No. You’ll need to do your due diligence and make sure that your LLC meets all state and local requirements in Wisconsin. Start by reaching out to Wisconsin’s Department of Revenue, which is the starting point for everything business related in the state.
4. Dissolve Your California LLC
The last step is to to dissolve your California LLC. Once your Wisconsin LLC is approved and running, you’ll need to hit delete on your California LLC. Dissolving your California LLC makes certain that you won’t be on the hook for any state fees or reports. There is no fee to dissolve your LLC in California, but the process can take up to eight weeks. California charges a $15 special handling fee for in person submissions of your Certificate of Dissolution. In a hurry? California offers expedited processing:
24 hour processing: $350
Same day processing: $750
While you won’t have to file any paperwork with Wisconsin to prove that your California LLC is dissolved, you will want to keep your approved certificate for your Wisconsin LLC records.