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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 8684
Experience:  30 years of corporate, litigation and international law
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Need advice on an inc

Customer Question

Need advice on an inc
Submitted: 1 year ago.
Category: Business Law
Expert:  Thomas McJD replied 1 year ago.

TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

What is your question?

Customer : If you could call me. XXXXXXXXXX I have question about an incorporation I set up 6 months ago. Me and partner took on silent partner and I have question about authorized signature on bank account
TMcJD :

Sorry, I cannot call you. Interaction is limited to this forum. I know that makes it more difficult and that it is frustrating, but JustAnswer will not let me speak with you on the phone. Thanks.

Customer : My partner and I have an incorporation All Sports Marketing INC we started about over 4 years ago. This January we had old 70 year old family friend who approach us about going into business and what he could bring to the table. We took on offer but he wanted to make new Inc and call it All sports marketing group. The thing is my partner and I our the only stockholders and board members. Come to realize this guy seems to be hiding assets and didn't won't his name linked to anything. So what he made us do at attorney office was make his daughter the only authorized signature for bank account. So when we went to bank they wouldn't let us open account without me or my partner also being a signature. Well come find out weeks later my name was taken off? I don't know if he took bylaws up there or what. Anyways he put about quarter million dollars in there and we have worked together since January but it's not going to work. We have a lot of checks or account receivable coming to this company name so I went and setup another account with different bank and have deposited checks that our coming and then transferring them into our old company name. So I don't know how to close that account with his daughter with 20000 dollars in it. I don't won't be tied up with that account and I want to dissolve that Inc and just go back to mine and my parter old business
TMcJD :

Well, that question involves a lot of potential complexities and I'm not comfortable trying to assist you without reading bylaws and all other corporate documents, so I would normally refer you to a local attorney. However, I'll opt out and see if another attorney here at JustAnswer can assist you. Thanks.

Customer : Anybody
Expert:  Richard - Bizlaw replied 1 year ago.
Hello, I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for. Has your old partner through his daughter agreed to the termination of the relationship? The checks that you are cashing, are they coming in the name of the new company or your old company?
Customer: replied 1 year ago.
Both. Most of all business was existing customers. But slot will come to new name and we have split ways. I'm more worried about that 200,000 dollars sitting in that account and IRS and who responsible for it
Expert:  Richard - Bizlaw replied 1 year ago.
If you haver split ways, I take it that means you and your former partner have agreed that the existing customers were yours to keep is that correct?
Customer: replied 1 year ago.
Yes.
Expert:  Richard - Bizlaw replied 1 year ago.

You need to notify your existing customers that all checks should be made out to your old company not the new company. I assume that you have all the assets you are entitled to from the new company so all you need to do is sever the relationship. The way to do this is to endorse your stock in the new company to the daughter and mark it as being part of the agreement that the partnership is dissolved and you are returning the stock in consideration for the return to you of the assets you had originally. As you would then submit your resignations as officers and directors.

 

That gets you out of the company as stockholders and more importantly takes you out of any further responsibility for the acts of the new company as you will be neither officers or directors.

 

If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If my answer was particularly helpful you can pay a bonus.

Customer: replied 1 year ago.
but me and my partner are the only stockholder and board member. The only thing in bylaws is that the daughter would be surprised bank signature on account
Expert:  Richard - Bizlaw replied 1 year ago.

I thought the daughter became an owner of the new company. Could you explain how the money in the account was accounted for in your company accounting, a loan, an investment, what? Are there any liabilities in the new company where the account is located?

Customer: replied 1 year ago.
No the daughter was just made authorized signature on bylaws that was his protection for money. We don't have any assets or property like that. We just have a book of existing business.
Expert:  Richard - Bizlaw replied 1 year ago.
As officers and directors you can terminate the account and direct that the check in the account be made out to the daughter. Since the account is in the company name it ultimately controls the account. The daughter can take the proceeds and do with it as she chooses. YOu might also want to then dissolve the new company so there is no confusion. That will leave you with your original company.

 

If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If my answer was particularly helpful you can pay a bonus.

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