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Can a multistate business entity dissolve in one state but continue operations in others?

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During one of my webinars earlier this year, a participant wanted to know if it’s possible to dissolve an entity in one state but continue to operate in other states where the company has a certificate of authority (foreign qualification) to conduct business. 

As a financial professional, you might encounter the same sort of question from your clients. Full disclosure: It can get complicated, and the answer depends on the situation. Below, I’ll step you through some hypothetical examples. But first, I’d be remiss not to mention that any time a client wishes to form, dissolve, foreign qualify or make other changes to their business entity, it’s critical they get professional legal and financial advice. 

Now, let’s dig in!

Can a business be dissolved in its home state but continue to operate out of state?

Before I describe how things generally work, it’s important to establish what “home state” means. 

The state where a business entity (e.g., limited liability company or corporation) has registered its formation documents is its home (domicile) state. If it wants to conduct business (or if it has nexus) in another state, it must file for foreign qualification in that state. The nature of foreign qualification is the company is a registered business entity elsewhere. So, if an entity dissolves in its home state, it will no longer exist and may not continue to conduct business as a foreign entity in any state where it has a certificate of authority. However, there are ways the business owners can continue to operate in the other states. The process for doing so varies depending on the state. 

Domestication

Some states (such as California, Nevada and Utah) allow for “domestication,” enabling LLCs and corporations to change their formation with less paperwork and formalities than forming an entirely new entity. After completing the process (which includes completing Articles of Domestication or a similar document), the entity is registered as a domestic LLC or corporation in the state where it was formerly foreign-qualified. 

For example, suppose an LLC is registered as a domestic limited liability company in California and has foreign qualification to operate as a foreign LLC in Nevada and Utah. Now, the LLC members have decided to close operations in California but want to continue conducting business in the other two states. They opt to domesticate their LLC to Nevada. By following the domestication procedures to close the California LLC and re-home it to Nevada, they may then amend their foreign qualification information in Utah to continue operating as a foreign LLC there.

Dissolve and start anew

Other states (such as Alabama, Delaware and North Carolina) don’t support domestication. So typically, an LLC or corporation must be dissolved in its home state and start from square one in another if its owners wish to re-home their business (even if they’re foreign-qualified in the state where they want to domesticate). That means filing Articles of Dissolution in the home state and withdrawing their foreign qualification in the other states where they conduct business. Then, they must go through the business formation process to form a new LLC or corporation in their chosen state. After the new entity is formed, they can then apply for foreign qualification in the other states where they wish to operate.

For example, if an Alabama corporation wants to cease operations in that state, set up its principal office in Delaware and continue to operate as a foreign corporation in North Carolina, it would need to be dissolved in Alabama and withdraw from foreign qualification in Delaware and North Carolina. Then, its organizers would need to form a new corporation in Delaware and file to have that new corporation foreign qualified in North Carolina. 

Can a business close as a foreign entity but continue to operate in its home state?

Yes!

And it’s far less complicated because the business entity remains intact in its home state despite closing its operations in the states where it is foreign-qualified. The LLC or corporation’s owners would simply follow the specific state’s procedures to withdraw their certificate of authority and wrap up their affairs to close their foreign entity.

Other considerations

In addition to completing the proper forms related to dissolutions, business formations, domestications and foreign qualifications, business owners have other responsibilities when closing or starting a business in or out of state. 

  • Updating the LLC operating agreement or corporate bylaws;
  • Designating or canceling registered agent services;
  • Setting up or closing tax accounts;
  • Obtaining or canceling business licenses and permits;
  • Filing or updating their BOI report;
  • Obtaining, updating or canceling insurance policies; and
  • Updating other public and informing stakeholders (banks, customers, vendors, etc.).

Last but not least, your clients should understand that starting, closing, moving and foreign qualifying a business entity have both legal and tax implications. It’s wise for them to consult with their attorney and tax advisor (a.k.a. YOU if you have the required licensing and expertise to advise them in that capacity) for guidance.

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Accounting

Terror suspects share strange similarities; FBI sees no link

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One suspect in the two New Year’s Day incidents being probed as terror attacks was a former U.S. Army sergeant from Texas who recently worked for Big Four firm Deloitte. The other was a U.S. Army special forces sergeant from Colorado on leave from active duty.

Law enforcement officials on Thursday said there appears to be no definitive link between the two deadly events: a truck attack in New Orleans that left at least 15 dead and the explosion of a Tesla Cybertruck outside of President-elect Donald Trump’s hotel in Las Vegas that killed the driver and injured seven. 

But in addition to the military backgrounds of the suspects — they both served in Afghanistan in 2009 — on the day of the attacks they shared at least one other striking similarity: Both men used the same rental app to obtain electric vehicles. 

The driver of the Cybertruck was identified as Matthew Alan Livelsberger of Colorado Springs. He rented the Cybertruck on Turo, the app also used by Shamsud-Din Jabbar, the suspect in the separate attack in New Orleans hours earlier. Turo said it was working with law enforcement officials on the investigation of both incidents.

There are “very strange similarities and so we’re not prepared to rule in or rule out anything at this point,” said Sheriff Kevin McMahill of the Las Vegas Metropolitan Police Department.

The gruesome assault on revelers celebrating New Year’s in New Orleans’ famed French Quarter and the explosion in Las Vegas thrust U.S. domestic security back into the spotlight just weeks before Donald Trump is sworn in as president.

Texas roots

As authorities combed through the macabre scene on Wednesday in New Orleans’ historic French Quarter, they said they discovered an ISIS flag with the Ford F-150 electric pickup truck that barreled through the crowd. Two improvised explosive devices were found in the area, according to the FBI.

Jabbar had claimed to join ISIS during the summer and pledged allegiance to the group in videos posted on social media prior to the attack, according to the FBI. An official said there’s no evidence that ISIS coordinated the attack.

Officials said the 42-year-old Jabbar, who lived in the Houston area, exchanged fire with police and was killed at the scene.

Jabbar has said online that he spent “all his life” in the Texas city, with the exception of 10 years working in human resources and information technology in the military, according to a video promoting his real estate business.

After serving as an active-duty soldier from 2006 to 2015 and as a reservist for about five years, Jabbar began a career in technology services, the Wall Street Journal reported. He worked for Accenture, Ernst & Young and Deloitte.

Jabbar was divorced twice, most recently from Shaneen McDaniel, according to Fort Bend County marriage records. The couple, who married in 2017, had one son, and separated in 2020. The divorce was finalized in 2022. 

“The marriage has become insupportable due to discord or conflict of personalities that destroys the legitimate ends of the marital relationship and prevents any reasonable expectation of reconciliation,” the petition stated.

McDaniel kept the couple’s four-bedroom home southwest of Houston. She declined to comment when contacted at her house in suburban Houston.

Fort Bragg

Jabbar moved to another residence in Houston, which the FBI and local law enforcement spent all night searching before declaring the neighborhood of mobile homes and single-story houses safe for residents. Agents cleared the scene shortly before 8 a.m. local time without additional comment.

Jabbar’s mobile home is fronted by an 8-foot corrugated steel fence that was partially torn apart to provide search teams access. Weightlifting equipment and a bow hunting target were scattered across the broken concrete walkway. Chickens, Muscovy ducks and guinea fowl roamed the property.

Behind the home, a yellow 2018 Jeep Rubicon sat with its doors left wide open and a hardcover book written in Arabic sitting atop the dashboard. The license plate expired in May 2023.

The other suspect, Livelsberger, was a member of the Army’s elite Green Berets, according to the Associated Press, which cited unidentified Army officials. He had served in the Army since 2006, rising through the ranks, and was on approved leave when he died in the blast.

Livelsberger, 37, spent time at the base formerly known as Fort Bragg, a massive Army base in North Carolina that’s home to Army special forces command. Jabbar also spent time at Fort Bragg, though his service apparently didn’t overlap with Livelsberger’s.

Las Vegas Sheriff McMahill said they found his military identification, a passport, a semiautomatic, fireworks, an iPhone, smartwatch and credit cards in his name, but are still uncertain it’s Livelsberger and are waiting on DNA records.

“His body is burnt beyond recognition and I do still not have confirmation 100% that that is the individual that was inside our vehicle,” he said. 

The individual in the car suffered a gunshot wound to his head prior to the detonation of the vehicle.

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Accounting

FASB seeks feedback on standard-setting agenda

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The Financial Accounting Standards Board today asked stakeholders for feedback on its future standard-setting agenda. 

The FASB published an Invitation to Comment and is requesting feedback on improvements to financial accounting and reporting needed to give investors more and better information that informs their capital allocation decision-making, reduce cost and complexity, and maintain and improve the FASB accounting standards codification. 

Stakeholders should review and submit feedback by June 30.

Financial Accounting Standards Board offices with new FASB logo sign.jpg

Patrick Dorsman/Financial Accounting Foundation

“As a result of the significant progress on the 2021 agenda consultation priorities, the FASB staff is once again seeking stakeholder input on the Board’s future agenda and initiatives,” FASB technical director Jackson Day said in a statement. “We encourage stakeholders to take this opportunity to review the ITC and share their views on financial accounting and reporting priorities they think the Board should address going forward.”

The FASB began the current agenda consultation in 2024, doing outreach to over 200 stakeholders, including investors, practitioners, preparers and academics. The discussion in this ITC is based on input received from those stakeholders and does not contain FASB views. Most of those stakeholders said “there is not a case to make major changes to generally accepted accounting principles at this time,” according to the announcement, so many of the topics that were suggested focus on targeted improvements to GAAP.

The board encourages stakeholders to continue to submit agenda requests about needed improvements to GAAP as they arise.

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Accounting

Will auditors embrace AI or fall behind?

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The traditionally static field of auditing is on the edge of an industry-changing transformation, thanks to AI. 

As pattern-learning AI machines quickly incorporate themselves into industry after industry, auditing is next in line. Industry giants like the Big Four and Wolters Kluwer are already using AI in their reporting functions. According to a Thomson Reuters Institute 2024 survey of audit professionals, 74% of firms are considering adding progressive technologies like generative AI to their auditing workflows. 

As more firms and companies adopt AI in their accounting processes, it signals a significant step toward a new era in which intelligence technology can take over tasks that are too time-consuming and repetitive, allowing for more complex tasks from human counterparts.  

Rather than resisting, the industry should welcome this evolution. AI is not a replacement but a partner, enhancing the value auditors bring by handling routine tasks with precision, allowing professionals to focus on areas where human judgment and creativity are irreplaceable.

Where AI fits into the current state of auditing

The average auditor typically spends their days conducting data analysis, monitoring for fraud, reviewing accounts, gauging risks and financially planning accounts. However, firms are struggling to keep their employment up, snowballing into less accurate data reporting. 

According to Forbes, in 2023, 720 companies cited insufficient staff in accounting and other related departments as a reason for data errors being up more than in previous years. 

Even as roles in finance continue to rank among the top earners in the job market, less and less qualified professionals are interested in taking on all of the tasks this career entails. This leaves high-level and top-paid professionals juggling repetitive tasks, day in and day out, eating up time that could be utilized in better ways. It’s no surprise that the main conversation around careers in finance is centered upon work-life balance or the lack thereof. As workplace demands continue to rise, so do simple data-error mistakes. 

When incorporating AI into the auditing process, we’re able to better predict security anomalies and solve the answers to repetitive, time-sensitive data needs. For example, instead of waiting until the end of each month for irregularities, AI systems can provide real-time updates. 

New workplace dynamics

Auditors are no longer confined to static reports; they now have the power to leverage AI for real-time analyses, instant anomaly detection and precise financial risk forecasting — capabilities that are revolutionizing the field today. By automating routine tasks, AI empowers auditors to dedicate their expertise to high-value areas like complex financial planning and strategic advisory, where human insight remains indispensable.

Moreover, advances in technology are reshaping how auditors interact with financial data. Instead of relying on accountants as intermediaries, auditors can now engage directly with a company’s data through intuitive, AI-powered interfaces similar to chat support. These systems enable auditors to ask questions and receive immediate, precise answers, streamlining workflows and enhancing their ability to deliver timely, actionable insights.

By automating repetitive processes, firms can allocate more resources to addressing complex challenges that demand advanced analysis and strategic thinking. This shift enhances the depth and accuracy of client engagements, enabling faster, more insightful feedback and stronger client relationships. Additionally, these innovations drive higher standards of service delivery, positioning firms as forward-thinking leaders in the field. 

The skills needed to keep up

While AI’s ability to automate routine tasks allows professionals to concentrate on more strategic, high-level responsibilities, it also introduces new challenges that must be addressed. As technology continues to evolve, navigating these obstacles will be key to ensuring long-term success and innovation in the industry.

Organizations urgently need to prioritize upskilling their workforce, with 23% of finance professionals highlighting the lack of training in critical infrastructure. Without addressing this gap, even the most innovative technologies risk underutilization, hindering the industry’s progress toward a secure and data-driven future.

Additionally, the finance industry must focus on strengthening data security measures and upholding ethical standards in the use of AI systems. If these areas are ignored, the industry risks eroding trust, facing heightened vulnerabilities and compromising long-term innovation. 

Despite these hurdles, the move toward AI-driven workflows signals the dawn of a new era, where collaboration between advanced technology and human expertise drives innovation and redefines the value of financial professionals in a rapidly changing landscape.

Embracing the impact

AI could be coming for the audit industry, not as a threat, but as the greatest asset of this new era. The value of adding AI to the audit process goes beyond efficiency, but solves a bigger industry problem as a whole. 

If institutions want to stay ahead, the answer to their problems is right in front of our faces, and slowly being incorporated into the workflows of industries across the landscape every day. We shouldn’t run from this innovation, but instead embrace it and prepare our workforce for the skills needed to thrive in this new world. 

As we embrace innovation and AI, our employers and customers will thank us.

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