CA C-Corp parenting WY LLC to Parent Foreign State LLC's

CA C-Corp parenting WY LLC to Parent Foreign State LLC's

Tracy, CA · Member since 2020 · 1 post · 0 votes

Just starting out as RE investors - we have a CA C-Corp started via a ROBS strategy.  We are looking to start Flipping in other states (TX, TN, NY, FL etc..) we have the question out to my CA CPA for the C-corp and while waiting to hear back I thought I'd post the question here to see if any were in our same situation and what the CA tax implications were.  I''ve looked at several forums here re this subject and cant quite find the answer that fits our situation.  So Thanks in advance. 

Our strategy is to have the CA C-Corp parent a WY anonymous LLC which would then parent all of the other state LLC's that we use for Flips and Buy/Hold RE. Can anyone tell me if CA requires the foreign LLC registration if for the WY LLC if running through a C-Corp. I know if running through an individual it does.. but will we be required to pay the $800 CA LLC "tax" as well because we have a foreign LLC? The plan would be for the C-corp to fund the WY LLC for disbursement to the other LLC's in each state for purchases etc.. and then have the profits from the Flips and rental income flow back to the WY LLC which would then give a portion of that to the C-Corp in CA to use for salaries, benefits and corporate costs. Hopefully resulting in a net zero to avoid the dreaded Double Taxation of the C-corp . The money left in the WY LLC would then be disbursed as needed to the other states LLC's for purchases.... either Flips or Buy / Hold rentals.

This sounds both complicated and simple at the same time if it works as I hope it will.. It will keep businesses and their liabilities in each state separate, the WY LLC is not subject to corp tax, and the LLCs in Texas Tenn and Fla will not show a profit because they pushed all the profit back to the WY LLC..

Any advice while I'm waiting for my CPA and most likely a RE Tax atty to respond.


On a separate note, has anyone had any issues with their C-Corp getting RE loans?  Or are most of you going to private money lenders for short term 90-120 day loans for flips?

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  • Morris County, NJ · Member since 2020 · 5k+ posts · 2k+ votes
    6y

    @Cheryl Collins

    Don’t know much about CA...

    But, there is the argument for doing flips in C Corp (I’ve heard dissenting voice but didn’t give details). Don’t necessarily disburse all the profits from the C Corp if you don’t have to... the corporate tax rate is lower or as low as the individual tax rate. So, if you leave the funds in the Corp, you might actually pay less tax and this have more funds left over for the next deal. Obviously if you needs the funds to pay yourselves, etc go ahead and disburse.

    I know there is some potential issues with NIIT, but I haven’t gotten that far with finding out if flipping jusitifies having potentially large sums of cash sitting around.

    Good luck

  • Basit SiddiqiBusiness Member
    Accountant · New York, NY · Member since 2015 · 8k+ posts · 3k+ votes
    6y

    It would matter on who the manager member of the Wyoming LLC is based out of.
    If it would be CA Corp...then...yes...

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