Investing in Rochester, NY: LLC Formation and Liability Concerns

Investing in Rochester, NY: LLC Formation and Liability Concerns

Member since 2024 · 3 posts · 0 votes

Hello everyone,

I’ve decided to start investing in Rochester, New York. Although I’m a foreign resident, I am a US citizen. My primary focus is on fix and flip transactions, but I’m also open to buy and hold strategies as an alternative exit plan.

From what I understand, an LLC can limit the liability of its shareholder (me) only if it is established in the same country where the property is located. This means that to benefit from the separation between my personal assets and the company's assets, I need to establish the LLC in New York State.

However, I've found that the start-up costs and procedures for opening an LLC in New York State are significantly higher and more complex compared to other states (such as the requirement to advertise in several newspapers for an extended period). Given that I'm currently focusing on fix and flip transactions without tenants, I'm unsure how relevant this is to my situation.

My thought is to Open the LLC in a different state with lower costs and fewer regulations and relying on the insurance for protection (for any case, even if eventually ill decide to bring tenants into the property).

I’d love to hear your thoughts on this.

Thanks!

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  • Attorney · Princeton, NJ · Member since 2021 · 39 posts · 15 votes
    2y

    By same country, did you mean same state? You can open an LLC in any state and, as you pointed out, some states have much lower costs for formation than others. Here's the problem, even though you can open an LLC in any state, an LLC cannot "transact business" in any state. Usually, a state will require an LLC to "register" in the state before transacting business there. So, if you form in Delaware, for example, and want to flip houses in New York, you will still need to register to do business in New York. And, as you might have guessed, the cost and administrative work is about the same as forming in New York. In that case, you will be paying both the Delaware and New York fee. So, you should look at how much it costs for an LLC to register to do business in New York before forming elsewhere.

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