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Delaware LLC registration in CA

Asked by: SR  — 29 May, 2011

There are two Delaware LLCs. The first one (A) has managing & non-managing members. The managing member is the second LLC (B), whose principal lives in CA & has a business office in CA. Do both LLCs, A&B have to register in CA, or only B has to register in CA?

Answered by: admin  — 29 May, 2011


From your description I understand that LLC (A) is owned by members with principle addresses in states (countries) other than California. It is a useful piece of information, but in order to answer your question correctly it’s important to fully understand the nature of the business of LLC (A).

Based on the nature of the business it will be easier to establish if LLC (A) has nexus in California or not, and as such it will allow you to make more educated decision on whether to register it in California or not. In general, if a Delaware LLC is managed from California and that’s the only connection to that state by itself it might not be enough to establish nexus.

But again – without understanding the nature of the business and the nature of the process of management of that business it’s not possible to give you a definite answer.

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