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Re-incorporate, foreign qualify or new LLC?

Asked by: Jesse V  — 20 August, 2012

We incorporated an LLC in Illinois in June, got an FEIN and then lost the property we had in our sights. We have not conducted any business in Illinois yet. We now have a building in Indiana, but are unsure if we should re-incorporate in Indiana, form a new LLC in Indiana to be owned by the Illinois LLC or just foreign qualify the Illinois LLC in Indiana.

Answered by: admin  — 20 August, 2012


Generally speaking, when a company owns any physical property, such as real estate, the company must be registered in that state, respectively. In this case, the company one way or another would need to be registered in Indiana.

Being you have an entity registered in Illinois, you could use that as a holding company, which would own a company in Indiana that in turn is holding the property. This would make sense if you want to further separate your personal assets from the property by having an additional layer of liability protection. If you are a resident of Illinois state and were planning on writing-off your business expenses, then it would likely make more sense to register an Indiana LLC, owned by your IL LLC.

Keep in mind, if you would be living and owning a property in Indiana, then it may make more sense to dissolve the Illinois company and just register a new LLC in Indiana.

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