Keep the early multi-state sales-tax registrations, or rescind them?¶
Rescind all early multi-state sales-tax registrations; re-register state by state as economic nexus thresholds are hit post-launch.
Backfilled record — written 2026-07-08 — thin sourcing
This decision predates the wiki, and the sourcing is thinner than the other backfilled records: the finance page, ledger-claude/iverywhere_context.md, and business/BUSINESS_PLAN_v1.html §2.1 all record the posture ("registrations were applied for on poor advice and have since been rescinded"), but none record which states, the registration/rescission dates, who gave the original advice, or the deliberation. Statements marked inferred are reconstruction, not documented reasoning.
At a glance¶
| Decided | Approx — by May 2026 at the latest (the ledger context, current as of 2026-05-18, records the rescissions as complete). Exact date not documented |
| Decided by | Not documented. Inferred: Trevor (financials/ops is his domain in the founder split) |
| Status | Active. No sales/use tax registrations currently active anywhere |
| Owner | Trevor |
The question¶
Early in the company's life, sales-tax registrations were applied for in multiple states. Pre-launch and pre-revenue, those registrations create ongoing filing obligations (zero returns, renewal calendars) without any corresponding tax liability. Keep carrying them, or unwind them?
The options considered¶
Option A — Keep the registrations¶
Already applied for; keeping them avoids re-registering later. The cost: ongoing multi-state filing obligations for a company with no sales. (This option is inferred as the status quo being unwound; no source records an argument for it.)
Option B — Rescind, re-register per economic nexus¶
Unwind everything now. After launch, register in each state only when that state's economic nexus threshold is actually hit.
The call¶
Option B. Every source states it the same way: "Earlier multi-state sales tax registrations were applied for on poor advice and have since been rescinded. Registrations will be added on a per-state basis as economic nexus thresholds are hit post-launch."
The reasoning¶
The original registrations were a mistake, by the company's own account. The ledger's phrasing — "applied for on poor advice" — is the documented rationale. The registrations never matched an actual obligation.
Nexus-driven registration matches obligation to reality. Inferred: a pre-revenue Michigan LLC has no economic nexus anywhere; registering per-state as thresholds are hit means filing obligations begin exactly when tax obligations do, and not before.
Business Plan §2.1 records the resulting clean state: Michigan LLC entity filing only; no active sales/use tax registrations; new state registrations added post-launch as thresholds hit.
What would change our mind¶
This decision has its reversal conditions built in — it is designed to reverse itself state by state:
- Any state's economic nexus threshold being crossed post-launch → register in that state
- Inferred: launch itself likely triggers the first registration (Michigan — physical nexus at the Wyandotte HQ/fulfillment address) — worth confirming with an accountant before September 1
- Inferred: a change in fulfillment footprint (e.g., moving to a 3PL in another state) would create physical nexus there
Related¶
- Finance — where the posture is recorded
- Legal — entity status
- Sources:
ledger-claude/iverywhere_context.md(state filings section) ·business/BUSINESS_PLAN_v1.html§2.1 (HQ repo)