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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 111525
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I live in Chicago.I want to purchase an S-Corporation from

Customer Question

Hi,I live in Chicago.I want to purchase an S-Corporation from my friend.He has an S-Corporation ,he has a City of Chicago issued LICENSE TO OPERATE A LIMOUSINE.
Currently ,he is using his LIVERY PLATES(LIMOUSINE LICENSE) on my car.He is no longer interested in keeping his business,so I want to buy the business from him,to avoid any disruption in the functionning of my car as a Limousine.
We created a "BUSINESS SALE AGREEMENT" which we signed in front of a Notary.I also gave him a Cashier Check in the amount of $400(which is the full agreed purchase price).I would like to know what are the next steps:does he have to make also a Bill of Sale,Affidavit of Title,Assignement of the Assumed business name??Or are these stepts optional?Also,how do I record the transaction ,that I am the new owner of the business,with other entities(like City Of Chicago,Illinois State,IRS,Chicago Department of Business affairs,Chicago Dept of Finance)???I would consider hiring you(an attorney to help with this process ,of course,I will pay for it.What would be the cost)?thanks
Submitted: 1 year ago.
Category: Business Law
Customer: replied 1 year ago.
I would like to add the following,to help you understand my interest in purcahsing this S-Corp from my friend:I own a car,that can be used as a Limousine.My friend already has an S-Corporation,so,we agreed that he can apply for a Livery License with the City of Chicago,and he can use his Livery Plates on my car (as soon as issued from the City of Chicago).And he will pay a Lease for Renting my car ,and using it as a Limousine,him being the Driver.So,thats what we did.My car has been a functioning as a Limousine since. The reason why I didnt just open a Company myself and apply for a limosuine license,was because my car can only be licensed to operate as a limo until the end of 2016:so I didnt waht to bother myself ,and I preferred to just Lease my car to my friend's Company.But now,he doesnt want to be in this business anymore,just I want to just find another Limousine Driver on my car,but ,since my car is using my friend's Company Livery License,I have to buy this company from him.I cannot open a New Company NOW,because I wouldnt be able to register my car as a Limo Now (because of the CAR YEAR);I couldve done it in 2014,but I cant do it now,because of the City of Chicago rules.SO the only solution for me to keep my car as a Limosuine(that brings me income) is to buy this company from my friend,so continue operate under the Livery License he has until the end of 2016.
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
The ownership of the business occurs when you acquires stock in the S corporation. When a new stockholder gains control of the business, the board of directors and officers generally will be replaced. In that case, the S corporation will need to name a new registered agent and file to amend its articles of incorporation. You can do so by filing an amended articles of organization with the Secretary of State and in there you can state the new president/majority shareholder and also the new registered agent. That allows the S-corp to continue to function under the same name and to continue using the license of the S-corporation.
You do not need any attorney to file, you just file it with the secretary of state. See: https://www.cyberdriveillinois.com/publications/pdf_publications/bca1030r.pdf and http://www.ilsos.gov/corparticles/
Customer: replied 1 year ago.
Hi,thank you for your answer.Can you please see the documents below and let me know which do You think I need to file,and also ,if you can help me fill the forms required,because I dont knwo how to fill it....Can you fill out the forms for me,please?(I understand that there might be an additional fee).
I am also attaching the "BUSINESS PURCHASE AGREEMENT " and some documents of the corporation I purchased.1)STATEMENT OF CHANGE OF
REGISTERED AGENT AND/OR
REGISTERED OFFICE
Business Corporation Acthttps://www.cyberdriveillinois.com/publications/pdf_publications/bca510.pdf2)ARTICLES OF AMENDMENT
Business Corporation Acthttps://www.cyberdriveillinois.com/publications/pdf_publications/bca1030.pdf3)ARTICLES OF AMENDMENT
RESTATED ARTICLES OF INCORPORATION
Business Corporation Acthttps://www.cyberdriveillinois.com/publications/pdf_publications/bca1030r.pdf4)DOMESTIC CORPORATION ANNUAL REPORThttps://www.cyberdriveillinois.com/publications/pdf_publications/bca1405d.pdf5)CUMULATIVE REPORT OF CHANGES IN ISSUED SHARES AND PAID IN CAPITALhttps://www.cyberdriveillinois.com/publications/pdf_publications/bca1430.pdf
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your reply.
I apologize but state law forbids us from representing anyone from the site, which would include filing out forms for customers.
You need to file the Change of Registered Agent and articles of amendment restated articles unless you are going to change the articles and in that case you file just the articles of amendment.
You also file the annual report with the changes.
As the company will remain running, you do not need to notify the IRS of anything further.