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Can a Delaware C Corp has no state filing requirement other than Delware Franchise Tax?

Fat Poutine
Level 3

My client has a Delaware c corp that she also registered in CO in 2023 because she was planning to move there. Her parents are living in CO so she just used their address. However, she was in Wisconsin at the time so ended up working from there the entire year. Now, instead of CO, she is planning to move to CA.

She has zero revenue last year (it was a R&D company and I haven't received any grants yet).

I called Wisconsin department of revenue and they told me the client have no filing requirement in Wisconsin. Calling CO to check now but they have long wait time.

Is it possible that the company doesn't have state requirement other than the Delaware excise tax?

I also understand that I it may be advantageous to file in a state so we can use NOL carryover for future revenue. She is moving to CA soon and anticipate getting grants from there. However, since she has no activities and did not register in CA, does that mean she cannot utilize the NOL carryover from 2023 in CA? It is only few thousand but would be helpful to know if it is possible/worth the hassle.

Thank you!

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2 Comments 2
sjrcpa
Level 15

What NOL carryover?

If business has not begun yet, everything is start up costs capitalized until business begins.

If it has begun, R&D costs are capitalized and amortized-under today's tax law.


Ex-AllStar
Fat Poutine
Level 3

Thanks. She has mostly lawyer fees and accounting fees, so we will capitalize it and amortize over the next 15 years then. 

 

 

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