If a Louisiana LLC purchases 50% of a LLC organized in the state of Texas (thus a 50% ownership member of the Texas LLC), must the Louisiana LLC file as a foreign LLC in the State of Texas with the Texas Secretary of State?
The Louisiana LLC will not be performing any business activity, but will serve only as a member of the Texas LLC.
Any assistance is greatly appreciated.
Brandon Amato
Brandon,
No.
The TX LLC will have a federal tax return and a TX franchise tax return (well, assuming that you meet minimums). It passes earnings through to its members, which happen to include a LA LLC. The LA LLC will report the same way, but with the appropriate LA tax returns. The LA LLA should not have to register as a foreign LLC in TX, since it is only an investor and not actively doing business in TX.
There could be a different answer from an atty, but this is my understanding.
Mark Wagner, CPA
Thanks for the help!!! I appreciate it!!!
Brandon