How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask socrateaser Your Own Question

socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 34836
Experience:  Retired (mostly)
10097515
Type Your Business Law Question Here...
socrateaser is online now
A new question is answered every 9 seconds

I hope someone can give me advice about my situation. My late

Resolved Question:

I hope someone can give me advice about my situation. My late husband had a small business selling products wholesale to mostly schools and museums (this was in addition to his regular job). I helped him operate the business, but he was more knowledgeable about business requirements, tax deadlines, etc. He had a friend who is a CPA, and he did our taxes for us every year at a significant discount. This helped us to stay “above board” on taxes and paperwork related to that. The business is an S corp., and my husband was the primary shareholder (another friend had 24 shares of the business originally, but he gave them to us when we moved to different state 7 years ago). Because of depreciation and other deductable costs, the business always operated at a loss as far as taxes go.
When my husband died 2 years ago, I continued to operate the business and write and deposit checks in the business account. My husband died without a will and I could not afford probate, so a couple of months ago the bank closed the business account (I had never officially been added as a co-signer, but had written and signed checks all along as an officer of the company). My husband also set up another business in my name (a LLC) for another home–based retail venture we dabbled in, but I haven’t done anything with the business since he died.
The year my husband died (2007) our CPA did our (joint) taxes for me, but he has since sold his tax preparing business and handed all his records over to the people who bought it. In 2008 I filed a personal return but nothing else. And I don’t think I’m current on the state report I’m supposed to file for any sales tax paid to the business by customers (although I never owe anything, there is still a late filing fee I would owe).

My question is how I can set things right for the business? I don’t have any idea the best way to go about doing that, especially since I can’t pay anyone to do it for me. Though the business is barely running, I do still receive occasional orders and the income is vital to me. I understand that technically the business my husband owned is considered defunct because of his death. Would it be in my best interest to try and revive it and continue to operate as that entity, or should I transfer everything to the business in my name? Also, how do I go about getting the money the bank is still holding from my husband’s business account (I have also recently received a check written to the business in that name).
Submitted: 5 years ago.
Category: Business Law
Expert:  socrateaser replied 5 years ago.

If you are the only remaining officer of the corporation, then you can hold a board of directors meeting and pass a corporate resolution authorizing you to collect any money from any preexistng corporate bank account, and to open a new account with your name as authorized party (or, to put your name on the prior account if the bank is willing to reopen it). You can create a corporate resolution, at: http://www.lawdepot.com/contracts/corporate-resolution/?loc=CA.

 

Re the tax returns, you must file an 1120S corporate tax return with the IRS. You can file for the missed year, and you may owe some penalty, but if the corporation loses money, then it's probably a very small amount.

 

Hope this helps.

 

 

Terms and Conditions: By your continuing in this conversation with me, or by your clicking “Accept”, you are expressly agreeing to all of the following: (1) our communication is for entertainment purposes only; (2) you are not consulting me in my professional capacity as an attorney; (3) you do not seek to establish an attorney-client relationship with me, nor do I with you; (4) you will not rely on anything I say and you will obtain appropriate legal counsel via a traditional/office consultation with an attorney licensed to practice in the jurisdiction where your legal issue arises (and you may not use our communication to avoid taxpayer penalties imposed by the U.S. Dept. of Treasury); (5) by communicating with me in this public forum you are irrevocably waiving any right to privacy, confidentiality and attorney-client privilege concerning the matters discussed. You further separately declare that any payment made by you is not consideration for this contract, nor offered for any services rendered by me on your behalf, but rather is made in genuine admiration and respect for my desire to help others. If you do not agree with these terms and conditions, then you must advise me immediately.

 

Customer: replied 5 years ago.
Thank you for you quick and informative reply-I apologize it has taken me so long to reply. I only have one question about your answer before I accept. I've been told that "the business is defunct since its organizer/owner died. can however revive the corp by amending its articles of incorporation with the state to name [me] as the sole owner". If this is so, do I have to contact the state of Ohio (where the business is incorporated) before a resolution from our board of directors (me) would be valid? Or can I take the resolution directly to the bank?
Expert:  socrateaser replied 5 years ago.

There is no legal status known as "defunct." A corporation has perpetual existence. Whomever owns the stock owns the corporation. If you are your husband's heir, then the stock is yours. If the stock is yours, then you are authorized to resolve in a board of directors meeting, whatever you need to, as necessary to continue the corporation. The bank must accept your resolution.

 

 

 

 

socrateaser, Attorney
Category: Business Law
Satisfied Customers: 34836
Experience: Retired (mostly)
socrateaser and other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1767
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1767
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1495
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1174
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    504
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    373
    14 years practicing attorney, MBA
 
 
 

Related Business Law Questions

Chat Now With A Business Lawyer
socrateaser
socrateaser
2185 Satisfied Customers
Retired (mostly)