Can I get away by not incorporating an LLC?

Any input on the following would be highly appreciated:

I am thinking of using my existing LLC in FL to purchase a small office property in Nevada. I am told that some states require foreign (out of state) LLCs to register in their state, and Nevada is not on that list.

So I am curious, will I need a registered agent in Nevada for this FL LLC?

Does anyone know if there are any Nevada requirements under this scenario?

Any negatives of not incorporating in Nevada in this situation?

Reply to
Cindy
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You have been misinformed.

NRS 86.548 Penalty for transacting business without registration; enforcement; regulations.

  1. Every foreign limited-liability company transacting business in this State which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 is subject to a fine of not less than ,000 but not more than ,000, to be recovered in a court of competent jurisdiction.
  2. Every foreign limited-liability company transacting business in this State which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 86.544 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered with the Secretary of State.
  3. The failure of a foreign limited-liability company to register with the Secretary of State does not impair the validity of any contract or act of the foreign limited-liability company, or prevent the foreign limited-liability company from defending any action, suit or proceeding in any court of this State.
  4. When the Secretary of State is advised that a foreign limited-liability company is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the foreign limited-liability company has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the foreign limited-liability company has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney?s fees.
  5. In the course of an investigation of a violation of this section, the Secretary of State may require a foreign limited-liability company to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
  6. A foreign limited-liability company, by transacting business in this State without registering with the Secretary of State, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State by the foreign limited-liability company.
  7. The Secretary of State may adopt regulations to administer the provisions of this section.
Reply to
John Levine

John,

I should have been more clear. I incorporated the LLC in FL to purchase a small medical office with a tenant and lease already in place as an investment for retirement income purposes. I am contemplating doing the same in Nevada ie buy a tiny office condo with a tenant and lease in place.

On the internet it says certain activities are exempt, such as: owning, without more, real or personal property

It goes on to say: for the actual legal description of each of these items, check Section 86.5483 of the Nevada Revised Statutes.

What does "owning, without more, real or personal property" mean?

Do I come under this definition and so consequently am I exempt from registering my FL LLC in Nevada?

Reply to
Cindy

I suspect "owning, without more..." means just what it says. You can own the property. If you rent it, that is "more".

Note, I have no familiarity with NV law.

Ira Smilovitz, EA

Reply to
ira smilovitz

Well, OK, 15 seconds of googlage finds that section. It has a laundry list of exempt activities including:

(i) Owning, without more, real or personal property;

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A little more googlage finds this plausible definition:

Owning property witout more, means to not have any other business activity. the property is not income producing.

So if your LLC just owns an office, no need to register. But if it rents that office out, that's a business. The answer seems clear to me but I'd suggest it would be a good idea to talk to a Nevada real estate lawyer who should know the answer off the top of his or her head. I'd think you'd have a Nevada lawyer anyway to do the title search and the other paperwork to buy the place.

Reply to
John Levine

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