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Open S-Corp in Nevada; Out-of-State Franchise Taxation; Place of Business?

So I am looking to create an S-Corporation through the state of Nevada. However, myself and two other partners are located in other states. Texas, Pennsylvania, Connecticut. My main question is when I file to incorporate it asks where my place of business is, well firstly we operate an online service and we do not sell physical goods in any specific state, what we sell is a virtual service on a website; we all work from our homes in each individual state. So the reason I am asking this is regards to "where my place of business is" am I able to setup a POBox here in Texas and state that the PO Box is my place of business even though we’d be incorporated in Nevada? Also since my POBox is in Texas would I be subject to Texas Franchise Taxes and franchise taxes in my partners states as well even though we all work from our home on an online website. My primary reason for filling in Nevada in the first place is to avoid state based fees and taxation. My very last question is our bank account, can I just go to a local chase business bank and open an account or does the account have to be opened in the state of Nevada?

Thanks!

If you look at the Nevada Articles of Incorporation, article 2 asks for the name and address of your Nevada registered agent. They must have a physical location in the state, not just a P.O. Box. Most companies that incorporate in Nevada simply use their registered agent’s address as their business address. You can give your Texas P.O. Box as the officer’s or director’s address.

Playing the state tax hide and seek game is pretty tricky. Texas corporate tax rates are not that bad. It might be smarter to incorporate where you live; and electing as an S Corp with the IRS will pull the income down to you personally. Are you sure that is how you want to be taxed by the feds?


3 Responses to “Open S-Corp in Nevada; Out-of-State Franchise Taxation; Place of Business?”

  1. tro says:

    who is the one who will be filing the 1065 return? if that is you, your place of operations is Texas
    and incorporating in Nev does not absolve you of the state obligations unless you are actually operating in Nv. which apparently none of you are
    References :

  2. Drake says:

    If you look at the Nevada Articles of Incorporation, article 2 asks for the name and address of your Nevada registered agent. They must have a physical location in the state, not just a P.O. Box. Most companies that incorporate in Nevada simply use their registered agent’s address as their business address. You can give your Texas P.O. Box as the officer’s or director’s address.

    Playing the state tax hide and seek game is pretty tricky. Texas corporate tax rates are not that bad. It might be smarter to incorporate where you live; and electing as an S Corp with the IRS will pull the income down to you personally. Are you sure that is how you want to be taxed by the feds?
    References :
    http://www.northwestregisteredagent.com/texas-comptroller-franchise-tax.html

  3. Katie says:

    Yes. You can use a P.O. Box when registering in the state of Nevada, and it can be in any state. The only address you will need in Nevada is a Registered Agent address. If you don’t have anyone with a physical address you can use in the state of Nevada, there are services that can fulfill that requirement for you.
    References :
    http://www.corpnet.com/business-filings/registered-agent-services/