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 TexLaw Your Own Question

TexLaw
TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4265
Experience:  Internationational Commercial Attorney
17219180
Type Your Business Law Question Here...
TexLaw is online now
A new question is answered every 9 seconds

Id like to dissolve a DE-based c-corp that I formed a couple

Customer Question

I'd like to dissolve a DE-based c-corp that I formed a couple years ago, I was the only member of the company.

What are the steps I need to take to make sure this is completely taken care of, while keeping the only assest (a website) for myself?

For the two years in existence I submitted tax returns, but the business never generated any revenue. With the previous return I selected something along the lines of "final tax return" due to corporation dissolution. Is there anything else I have to do here?

Thank You
Submitted: 1 year ago.
Category: Business Law
Expert:  TexLaw replied 1 year ago.
Are there any outstanding debts owed by the corporation?
Customer: replied 1 year ago.

No debts, I paid for everything myself.

Expert:  TexLaw replied 1 year ago.
Thanks for your response.

As there are no outstanding debts, then this should be a simple procedure.

What first must be done is to have the website transferred to your name through an Asset Transfer Agreement. This would be a simple agreement stating "Company transfers full ownership of website to John Doe in exchange for John Doe's agreement to agree to dissolution of the Company." Then you would sign this on behalf of the company and on behalf of yourself individually. This step really is a formality only and can simply be done away with if there is no issue regarding ownership that may come up (i.e., there is no third party which might require this kind of paperwork in connection with the website).

Next, you would file the following document: http://corp.delaware.gov/Dissolution%20-%20275%20Short%20Form%20-%20web.pdf

This would dissolve your corporation.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
ZDN

Customer: replied 1 year ago.

Thank you, XXXXX XXXXX cost to dissolve only $10 with that form?


 


Also, do I have to file IRS Form 966 as well?

Expert:  TexLaw replied 1 year ago.
Yes. It is only a $10 fee in DE.

Also, yes, you will have to file Form 966 as well.

Have you claimed a valuation on the website as a corporate asset in previous years?
Customer: replied 1 year ago.

Never claimed a valuation, does that affect this process? How would I even going about doing so?


 


The asset transfer agreement seems like a good thing to have in place, do you have a sample / template?

Expert:  TexLaw replied 1 year ago.
It would be a good thing that there is no valuation. You want to claim that the asset has no value, and thus you will not owe any taxes on it.

In regard to the asset transfer agreement, I do not have a form, but something like the following will work just fine:

http://www.docracy.com/3429/asset-purchase-agreement-simple
TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4265
Experience: Internationational Commercial Attorney
TexLaw and 2 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

One last question, should the asset transfer agreement be notarized or filed with the state of DE?

Expert:  TexLaw replied 1 year ago.
Sorry for the delay. I lost my internet connection.

The agreement does not need to be notarized or filed with the state.
Customer: replied 1 year ago.

thank you

Expert:  TexLaw replied 1 year ago.
Please let me know if you need anything further.

Good Luck,
ZDN

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
TexLaw
TexLaw
Attorney
503 Satisfied Customers
Internationational Commercial Attorney