Hello. I will respond to your question.
You do not want to transfer the stock in the VA corp to the FL corp. If you do that, both entities will continue to exist. The VA corp will simply be a wholly owned subsidiary of the FL corp. Instead, you could transfer all of the assets and liabilities from the VA corp to the FL corp by a bill of sale, and then dissolve the VA corp. In the alternative, you could merge the VA corp with and into the FL corp, with the FL corp surviving as the successor entity. You would file articles of Merger in FL. The latter method is probably the way to go, but you should check with a tax advisor before making a final decision.
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Ok. Sounds good. But I don't understand transfer by "bill of sale". What am I "selling"? The concept of "selling" liabilities is strange to me. Is that possible?
Think of it as a transfer (after all, the only consideration being paid will be $1.00). Yes, an entity can transfer its assets to another entity, with the transferee assuming some or all of the transferor's liabilities. The bill of sale is the internal document (it does not get filed with any authority) that memorializes the transfer. There are many sample forms of bill of sale of business assets on the internet. One sample is at http://www.blumberglegalforms.com/forms/81.pdf. You may add a sentences that buyer assumes all liabilities of seller.
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Ok, I'm satified with this answer. Just to be sure, I recap below:
1. Form FL corp
2. FL corp pays VA corp $1.
3. VA corp gives FL corp bill-of-sale for all assets *and* liabilities and other obligations.
4. Dissolve VA corp/
After this, FL corp has all assets and legal obligations of VA corp. Correct?
That is correct. If there are any motor vehicles owned by VA corp, you will have to transfer the title with MVA. If there are any lease agreements for office space or the like, you should ask the landlord to assign the lease.
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