Should You Wait Until Next Year to Form a New Legal Entity?


I am having a significant number of discussions with clients about whether to form a new legal entity in 2019 or 2020. Generally, if the entity is formed during the calendar year, it will have to pay at least the $800 Franchise Tax Board annual fee and file a tax return for the year. Given that the formation of the entity generally takes about 2 months from start to finish, if the formation documents are filed on December 1, 2019, the entity will not be ready to begin business until normally mid-January or later. So, the brand new entity would have to pay the $800 franchise tax board annual fee for 2019 but won’t get the benefit of doing any business in 2019! That’s not a great outcome. However, pursuant to California Franchise Tax Board Publication 1060, corporations with a tax year of 15 days or less will not need file a tax return as long they do not conduct any business during those days. California’s 15-day rule allows you to incorporate during the last 15 days of the year and avoid filing tax returns in that year. Consider incorporating between December 17 and December 31 to get the entity up and running at the beginning of 2020 without having to file returns or pay annual fees. By: Brooke Pollard, Esq. Corporate Partner, Irvine, CA. Ms. Pollard handles every day matters for business owners including lease reviews, distribution agreements, trademark issues, employment agreements, tax saving strategies, corporate compliance, and asset protection. Her primary focus for her business clients is on “preventive law practice,†which means preventing problems down the road reviewing all potential areas of legal concern prior to the business having problems.

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