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 Irwin Law Your Own Question

Irwin Law
Irwin Law, Attorney
Category: Business Law
Satisfied Customers: 4661
Experience:  30+ yrs. representing small business, real estate, probate
Type Your Business Law Question Here...
Irwin Law is online now
A new question is answered every 9 seconds

What are the legal steps for changing the name of owrnership

Resolved Question:

What are the legal steps for changing the name of owrnership of a small company California? How do you make sure the former owner of the company is no long associated, responsible or liable after ownership has changed hands?
Submitted: 1 year ago.
Category: Business Law
Expert:  Irwin Law replied 1 year ago.

You should sell only the assets of your business and not the entity, i.e. the corporation stock or LLC membership itself. The buyer should form a new corporation and if possible, change the name of the business. If the name is XXXXX XXXXX be changed, then the buyer should file a "doing business as" form with the county recorder where the business is located. Also, the buyer should file for new EIN and state tax numbers for the business.

I hope this information is helpful and that you will enter a positive rating. I thank you for submitting your question to Pearl-Just Answer. We appreciate your business. If you need clarification or additional information, please send me a Reply and I will be happy to explain further. Please consult a local attorney to verify the accuracy of this information according to your state's laws.

Customer: replied 1 year ago.

Hello Mr. Law,


Thank you for your reply. I am not selling the business. I am stepping down as the owner and being replaced by someone yet to be announced. Before and after I step down, what are the legal steps to make sure all my ties and responsibilities to the company have been completely severed and that I am in no way liable for any actions the company may take in the future?


 


How do I check on a county, state and federal level that my name is completely "off the books"....???


 


Thank you for your advice,


Ralph

Expert:  Irwin Law replied 1 year ago.
Ralph: Is the business a C-Corp, S-Corp, LLC, LLP, partnership or sole proprietorship?
Customer: replied 1 year ago.

Hello Mr. Law,


It is an LTD.

Expert:  Irwin Law replied 1 year ago.

LTD (meaning "Limited") is a designation for a corporation. Lets assume that you own all of the stock, or at least majority of the stock. As the shareholder of the corporation, you are not personally liable for its debts.In order to turn the business over to others,you will have to transfer your stock in the corporation to them. Once that is done, you can never be held personally liable for corporation obligations. I would add that in addition to transferring your stock, you should also resign as an officer and director. The people to whom you turn it over become the owners and they also have immunity from personal liability as long as they maintain a correctly operated corporation. You should have a local business attorney handle the actual preparation of the necessary minutes of meetings and transfer documents which will become permanent records of the corporation.

I hope this information is helpful and that you will enter a positive rating. I thank you for submitting your question to Pearl-Just Answer. We appreciate your business. If you need clarification or additional information, please send me a Reply and I will be happy to explain further. Please consult a local attorney to verify the accuracy of this information according to your state's laws.

Customer: replied 1 year ago.

Mr. Law,


Are you a local business attorney?? If not, should I follow up with another lawyer on this website....??? I would like to know what transfer documentation will be necessary.


 


Thank you again,


Ralph

Expert:  Irwin Law replied 1 year ago.

Ralph: If you will provide more details about what is actually happening and your relationship to the corporation (i.e.are there other shareholders, officer and directors) I might be able to give you general ideas on documentation; however, we cannot substitute for actual legal advice from a local attorney who is personally familiar with what is going on.

Customer: replied 1 year ago.

Hello Mr. Law,


There are no officers or directors. On the tax records my name is XXXXX XXXXX having 100% shares of the company. I have requested the parent company to replace me. My main concern is to make sure the company transfer documentation is complete and legitimate.


Thank you again,


Ralph


 

Expert:  Irwin Law replied 1 year ago.

What do you mean by parent company? Are you a franchisee? If so, I doubt they will want to take over the corporation because they would be taking on its' liabilities - known and unknown. The problem of liabilities cuts both ways.

Customer: replied 1 year ago.

Hello Mr. Law,


The company is super small and specializes in one service to one customer. Basically, our one customer as invested, set up and controls my company. My company, small as it is, has grown and is doing well.


 


I am moving on to another job and worried about the new owner.


 


Thank you,


Ralph


 


 


 


Expert:  Irwin Law replied 1 year ago.

Ralph: You have provided so few facts about your transaction, I can tell you that the only way to absolutely protect yourself 100% is to transfer just the assets of your business to whoever is taking it over, whatever those are: patents, software, machinery, information files, equipment, building, to the acquiring company. Then formally dissolve your corporation with the CA Secretary of State's office. File final income taxes for the corporation both state and federal and you can rest easily about anything the acquiring company does afterward.

I hope this information is helpful and that you will enter a positive rating. I thank you for submitting your question to Pearl-Just Answer. We appreciate your business. If you need clarification or additional information, please send me a Reply and I will be happy to explain further. Please consult a local attorney to verify the accuracy of this information according to your state's laws.Ralph:

Irwin Law, Attorney
Category: Business Law
Satisfied Customers: 4661
Experience: 30+ yrs. representing small business, real estate, probate
Irwin Law and 3 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

Thank you for all your help.

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:

    1426
    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:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • 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:

    1162
    25 years of experience helping people like you.
  • 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:

    1142
    Run my own successful business/contract law practice.
  • 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/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA