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Elizabeth Prentice
Elizabeth Prentice, Attorney
Category: Business Law
Satisfied Customers: 170
Experience:  Legal counsel for multitude of businesses; Business Law Professor; Experience as In-House Counsel
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Im not sure if you can answer this question either, but, I

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I'm not sure if you can answer this question either, but, I am currently still the President and shareholder of a sub-s corp. I assume if my loan is forgiven I can no longer be working for this corporation. How do I advise the government of my resignation/transfer of assets?
Submitted: 11 months ago.
Category: Business Law
Expert:  Elizabeth Prentice replied 11 months ago.
I am an attorney and I would be happy to assist you! What I think you are asking when you mention government, is how to withdraw and notify California. If you mean the federal government, then please let me know and I can answer your questions on that if you offer more information. since you have not stated whether you are a sole shareholder or among many, I will provide you the directions for both scenarios.

Sole Shareholder:
With regards XXXXX XXXXX a company in CA, if you are the only shareholder it will be quite easy. You will need to file dissolution papers with the CA secretary of state, cancel any business licenses, as well as contracts with your registered agent.
Here are the instructions and form to file your dissolution in CA:
http://www.sos.ca.gov/business/corp/pdf/dissolutions/corp_stkdiss.pdf
You should transfer the assets to any other company before you file your dissolution papers. You do not need to inform CA of the transfer of the assets, if you are the sole shareholder. You should prepare a document though, evidencing a list what assets you have transferred and to where, for your records.

You should also comply with all regulations set by the CA Franchise Tax Board, to inform them of the dissolution of the company. You can find a guide on your responsibilities here:
https://www.ftb.ca.gov/businesses/faq/Closing_a_Business_Entity.shtml

You should also comply with the IRS regulations concerning closing a business, which you can find here:
http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Closing-a-Business-Checklist

Multiple Shareholders:
If there are other shareholders and officers of the corporation and you are merely withdrawing and transferring assets, then you must comply with the Articles of Organization the company holds, as well as any Operating Agreement the company may have drafted. Those two documents will inform a shareholder of their rights and obligations, with regards XXXXX XXXXX from a company and transferring assets. After you have withdrawn and the transfer of assets has occurred, it then becomes the company's obligation to amend any documents with the CA Secretary of State, Franchise tax Board and IRS removing your name.
You must also communicate to the chairman your resignation in writing and its effective date. With respect to shares, the Articles of Incorporation and Operating Agreement, if any, will provide guidance.

I hope my answer has assisted you and that you will leave me a positive rating!

Customer: replied 11 months ago.

One more question. I assume you agree that if the loan is forgiven for a disability that I cannot continue to be an officer and shareholder, or can I remain a shareholder? In either case, how, exactly, do I amend documents with the CA Sec of State, FTB and IRS?

Expert:  Elizabeth Prentice replied 11 months ago.
Can you tell me who forgave the loan? A bank?
Customer: replied 11 months ago.

This is a student loan and it has not yet been forgiven.

Expert:  Elizabeth Prentice replied 11 months ago.
To receive a Total Permanent disability on a student loan you must show show that you are totally and permanently disabled in one of the following three ways:

1. If you are a veteran, you can submit documentation from the U.S. Department of Veterans Affairs (VA) showing that the VA has determined that you are unemployable due to a service-connected disability.
2. If you are receiving Social Security Disability Insurance (SSDI) or Supplemental Security Income (SSI) benefits, you can submit a Social Security Administration (SSA) notice of award for SSDI or SSI benefits stating that your next scheduled disability review will be within five to seven years from the date of your most recent SSA disability determination.
3. You can submit certification from a physician that you are totally and permanently disabled. Your physician must certify that you are unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that
Can be expected to result in death,
Has lasted for a continuous period of not less than 60 months, or
Can be expected to last for a continuous period of not less than 60 months.

If you are receiving the discharge under section 3, then you can remain a shareholder, but if you are receiving any income passively it may affect whether they will approve the discharge. Each situation is approved by the Department of Education on a case by case basis. If you are the sole shareholder, then it would be in your best interest to merely dissolve the business using the instructions I gave in my original answer. If you are a shareholder, then you would merely resign and release your shares, per my original answer.

I hope my answer assisted you and that you will leave me a positive rating!
Customer: replied 11 months ago.

Last Question. Do you know exactly which forms I need to file with the CA Sec of State, FTB and IRS?

Expert:  Elizabeth Prentice replied 11 months ago.
The link I provided above has the form with instructions and form for CA Secretary of State dissolution in a pdf. Merely follow the instructions and you can type into the form and then print it out to file or file it electronically,. There is no charge for filing the dissolution papers with the CA Secretary of State. With regards XXXXX XXXXX FTB and IRS, merely follow their directions regarding dissolution on the websites I provided. It appears FTB merely requests you write FINAL on the first page in big letters on your very last tax report/return. You should also follow the IRS instructions closely and call their help center if you need assistance filling out the company's final tax return.

I hope my answer has assisted you and that you will provide me a positive rating!
Elizabeth Prentice, Attorney
Category: Business Law
Satisfied Customers: 170
Experience: Legal counsel for multitude of businesses; Business Law Professor; Experience as In-House Counsel
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