Yes, to issue shares from the corporation to investors. And yes to add capital to my s-corp.
Thank you. I have one last question. Does the same IRC 1032 still apply to the 9 million 800 thousand shares that the s-corp "owns."Meaning there is no value to them at this time nor has there been an exchange of money for them.So, the IRS won't look at it as taxable? That will be it and I will give you a great rating after this last question :)
I have some more in depth questions. If I sign up for the free trial can I ask them. They are very similar.
I signed up for the monthly service! My business partner had more detailed questions of the above. Can you let me know if my questions make sense. I have added specific details which I think will help you better answer the questions.
Questions for correct structuring of Live Right Wellness Centers™ (LRWC)
On 5/21/12 LRWC incorporated to an S-Corp. We used form 2553 and on Part I (number of stock owned/%ownership) we designated 5,000 each to two principles of LRWC.
On 5/21/12 we also used form ARTS-GS Articles of Incorporation of General Stock. On box # XXXXX we designated the total # XXXXX shares which the corporation is authorized to issue as 10,000.
Then on 7/13/12 we filled out The Unanimous Written Consent in Lieu of First Meeting of the Board of Directors. The # XXXXX shares was set at 5,000 @$100 for each principle. A .001 value.
Then on 7/18/12 we filled out The Unanimous Written Consent in Lieu of First Meeting of the Board of Directors as an addendum to the above. The # XXXXX shares was set at 5,000,000 @$25,000 for each principle
Then on 7/21/12 we filled out a Certificate of Amendment of the Articles of Incorporation changing the number of shares to 10,000,00.
We then sold 200,000 shares at $1 per share to20 investors at 10,000 shares each.
The following was the agreement:
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM ONE
Up to 1,000,000 Shares of Common Stock at $1.00 per share
Maximum Offering - 200,000 Shares
Minimum Offering - 10,000 Shares
Minimum Purchase Per Investor- 10,000 Shares at a $1.00 per Share
This Confidential Private Placement Memorandum (the "Memorandum") has been prepared in connection with an offering (the "Offering") of up to 1,000,000 shares of Common Stock, $1.00 par value (the "Shares") of Live Right Wellness Centers (the "Company"). The minimum offering amount is 10,000 ("Minimum Offering Amount"), and the maximum offering amount is 200,000 ("Maximum Offering Amount"). The minimum purchase per investor is 10,000 shares, or $10,000.00. Officers and directors of the Company will make offers and sales of the Shares; however, the Company retains the right to utilize any broker-dealers registered with the National Association of Securities Dealers, Inc. ("NASD") and applicable state securities authorities to sell all or any portion of the Shares. If the Company so elects, it may pay such broker-dealers a commission in the amount of up to 10% and a non-accountable expense allowance of up to 3% of the proceeds they have sold.
The following table sets forth certain information, as of September 7, 2012 and as adjusted to give effect to the Offering, regarding the beneficial ownership of the Common Stock by (i) each beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, and each executive officer of the Company, and (iii) by all executive officers, directors of the Company as a group.
Principle 1: 5,000,000
Principle 2: 5,000,000
We now have 9 million 800 thousand shares left.
Here are our question in regards XXXXX XXXXX above.
Ok, I just sent.
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