I run a UK Ltd generating millions of dollars a year in sales to the US. We are losing money from currency losses and have issues paying state sales tax in the US.
It seems like a good idea to open a US LLC and move all assets to the US LLC instead of continue running under a UK Ltd.
Is it legal to simply open a US LLC and move all activity and assets to this new entity? It seems like it shouldn't be so simple?
You have a couple of choices and you need to get tax and legal advice before moving forward.
The UK company could establish a subsidiary in the US. Profits earned there would flow up to the UK parent after local taxes etc. Assets transfered may create liabilities, talk to CPA.
The other way is for you to create a US entity and use it to buy the assets of your UK corp. There are rules around the pricing of the assets, then you'd have to decide how to wind up or deal with the money in the UK corp, again, talk to CPA.
Basically, the value (if any) in the UK entity will likely trigger some tax consequences in the UK. So, no, it's not as easy as just 'moving it over' unless there really is not much of any value.
Hope that helps.
Experience:
Certified Capital Markets & Securities Analyst (CMSA) with 15+ years in finance, cross-border structuring, and regulatory strategy. Founder of AUROCKS Finance, advising companies on international expansion, tax efficiency, and risk management.
Answer:
As I’m not a licensed lawyer I can’t provide you legal advice but I am happy to answer your question from a consultant perspective.
As you already expected it’s not so simple. You can’t simply “move” a UK Limited into a US LLC — they’re entities under two different legal systems. But it’s entirely legal to restructure operations so the business effectively transitions into the US market.
Common approaches include:
1. Forming a new US LLC and transferring assets, contracts, and IP from the UK Ltd to the new entity via a formal asset transfer or sale agreement.
2. Operating both entities in parallel for a transition period, where the LLC manages US sales while the UK Ltd handles legacy obligations.
3. Considering tax implications carefully: the transfer may trigger capital gains or exit taxation in the UK, and you’ll need to register for state sales tax (nexus) depending on where the business operates.
4. Currency and repatriation optimization: Shifting billing and treasury to a USD-based entity can reduce FX losses, but you’ll want cross-border tax planning before execution.
It’s definitely possible — but it requires coordination between a UK corporate solicitor, a US tax attorney, and a cross-border accountant to ensure compliance and minimize double taxation.
If you’d like, I can outline a high-level transition plan showing the financial, tax, and operational steps before you consult legal counsel.
