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It's not just automatice, you'll need to do the filing
what kind of filing?
do tyou know what form and it is after 3 years that can switch, right? do you know where i can verify that on SOS ?
I'll get the form for you, but there's a great IRS question (step by step) for see whether you qualify:
Here's the form:
IRS for 1023
no, im not trying to become a non profit im trying to be a corp that originally filed as a non profit with sos but never got 501c status.
and here's the eon for pretty much all the other non-profit forms OTHER than 501(c)(3)
im in the middle of a divorce and trying to prove my ownership of 51% but my x is saying ts a non profit because it filed as one but it never operated as one.
the 1023 would still be required to tyrun your corp into a non-profit corp
our irs filings show me at 51%
but i a not trying to turn it into a non profit
If you've been filing the 1120 then no-one will every say that it's a non-profit
sos is saying it is
That's my point ... one has to jump through all KIND of hoops to
get no-profit status
if you don't have that LETTER OF DETERMINATION form IRS
then you aren't
Who is sos?
only IRS ges to make that determination at the federal level
secratary of state
Now, for the state you may have FILED that way ... but your proof is in the kind of federal returns you've filed)
If you were really operating as a non-profit...
you'd be filing a 990
not an 1120
they said the state overrides the federal
its crazy and i know they are wrong
Federal Supremacy clause of the Constitution
Have you been showing a profit?
where can i find that?
and what about the state returns each year?
all paid tax and shows me at 51%
hate my x
Not very smart, honestly...non-profits don't pay tax
they also threw me out of my director chair without giving me a chance to defend it and without even notifying me of any meeting
SO, even the state returns will show you as s for-profit ... If you had tax axampt status there would be no tax
That's illegal too, most likelyt (First state law governs, then articles of incorporation, then by-aws of te corp
(sorry for the typos)
but he really has no case
you should just get your attorney to look at the articles of incorporation
on that one
on the non-proft part, he doesn't have a leg to stad on
there are none so we have to go by BOC
Believe me there are state statutes tht govern what happens when there are no articles
C-crop or s_corp?
i know there are, but i dont know where to look so i got on here in hopes for someone who can find
The have your atty look at the statues (state laws) regarding C-Corps
Hang on just a second, let me look at something for you
all i can afford right now is my divorce attorney
i know what he did was illegal but i wonder what punishment that is?
Let me see if I can get him/her a couple of citations for TX state law, this isn't rocket science for any atty ... they should be able to easily sho that you can't just be throw out
just a sec
In the divorce proceeding, you would just sue for what's rightfully yours
just because they had some meeting does't actually change the ownership
What is your title, "president, etc." ?
i am president and governing director and director
he is tresusrer and director
i got a txt message later where i asked if i was removed and he said yes
thats all i got
no notice or chance to defend my chair
's silly -
You have voting rights
is there any clause that says they can do that under certain circumstances?
They would have to petition a court, have you declared incmpetent, etc
they tried to investigate me for bugus charges of creating a hostile work environment...in TEXAS!
They cany just say they did it
That's Title VII
also requires a court
or at least a judge and summary judgement
and that cannot happent without your presence and testimony
what if they felt it needed to be immediate for the safety of the company, because...oh i dont know, i might call someone a goofy name, which ive never done, but ...
NO, ownership of corporatons doen't just change
All you have to do is check with Sec of State
so there is absolutely no way to do that? my company tax atorbey resigned when he heard what they did.
The registration is a public record
he told him not to but he did it anyway
what registration? whats that?
Your compnay registration iwth the state
oh, that, i did
the board and officers are a matter of public record
whatevers there is what it is
he did change it but i can show still the most recent record says i am director 2 times and him once
so, what kind of charges can i get him on for what he did?
You teo are the only directors?
Fraud and deceipt
Theft by conversoion
yes, but he added my dad and they voted me out and replaced my chair with someone else
they locked me out of the bank accounts
but he can't just add a director, without your signature ..... so now....
i know! and he keeps passing this paper around, even the address he uses for my dad is not my dads address! and its not my dads name he uses.
he added my dad as "chris" when his legal name is raymond
I would go right to the police/sheriff and charge him with fraud, embezzlement, and forgery
Of sue him for the corresponding civil charges and have HIUM reoved as an equitable remesy at the very least
then he told my dad he was going to transfer the company over and give my dad 20% and keep 80% and give me half of the 80...but i own 51%!
yeah, it's all kind of goofy
none of tis is really possible
i have that recorded on my phone.
if you own 51% and you're both directors having one vote
i recorded a few of the conversations with my dad
then he really has no power to do any of this stuff ... it's all ust words
he put me on admin leave first and then voted me out when i was on eave
Based on what you've told me, you really hold all the cards ...
He can't just PUT you on leave, ahatever that is
i know, but proving it...to who?
2 votes, 51% .... it all stops there ... the rest of it's just folly
i got a letter from HR saying i was put on administrative leave and being investigated (still dont know what for, but they told my dad it was for creating a hostile work environment)
you either have to go to the sherriff/policy and make criminal charges of fraud, theft by conversion, forgery OR sue him in a civil action for the same thing
but i didnt and have proof i dodnt but they never asked me my side of the story
and on the hostile work environment... that's crap to
if no-one has filed with the EEOC... the he's just getting someone to write a letter
and noone has from what he said
You have to be served for any of that to be real
51%, 2 votes
the rest of it's words
i think he was just buying time and planned to switch the company out from under me and it backfired when i filed for divorce
have to be served what?
Again, unless he gets a court order there's not way to "switch ownership"
i got an email of admin leave and a txt about my removal from chair
Sounds like you beat him tothe punch by taking the first real legal action
he says there is no owners because it filed as a non profit, which takes me back to the originak qu...
on;y a court pof law or administrative agency can do that
non-profits don't pay taxes
SOS says some corp non profits do.
sorry, but even your divorce attorney should know this is all just words
NOPE they lose their tax exempt status, unless the reserves are put ntoward the charitable purpose
what doe the company do?
so...after 3 years, of a non profit acting as a for profit, doesnt it then revert to for profit?
autism therapy for children
i built the entire thing for my daughter
If you never got a letter of determination for the IRS you were never a non-profit to begin with
You may have files that way with the state originally
husband was suppose to do the biz side but has screwed it all up
Just take a copy of the tax returns
sounds like it
take them to who?
Just push hard for everything that's rightfully your in the divorce
and so i am
get your attorney to (during the discovery phase)
ask for the actual legal dosuments that back up these words
there won't be any, unless he frged your name
If he won't compe up with what you ask for
this could take a year
that's comtempt of court
I understan.... If I were you I'd get the sheriff to go there and impose yourself
If you own 51% that's all there is to it
but they already went to the sherriff and told them all sorts of crap
and the bank
claims have to be substantiated
same thing there
the police are across the street from our office
If you own it, have your attorney put a lien on them
he is dragging around an edited form from the sos
they can't just change ownershi[ without YOUR SIGNATURE
what kind of lein?
THEFT BY AONVERSION
i know and ive asked for the paper with my signature but he says its the original but it is not
defamation of charactor
Ther it is
that's what it all turns on'
that one signature?
you'r going to have to sue him or go the criminal route
and the fact the sec of state is saying its a non profit but it is not
thatose are your only two options
and he knows im too nice
i dont want anyone to go to jail
not even him as much as i hate him for this
Now we're getting down to it
He's oput nyou int this position
if you don
t press criminal charges, then ...
you sue him under a civi; action
forgery, is also a tort
he has nothing
just to get show true ownership
breech of fiduciary duty is as well
you don't have to sue for damages, you can ask for the equitable remedy of getting him out of there
take it back (although you really never lost it, just words)
ok. well thank you
Sorry I couldn't make it easier.... but based on what you've told ne he really has no rights here
i know its somewhere about non profit corp droping its non profit part after 3 years, but i dont know where it is. i think its in the BOC, if you find it, please let me know. ill pay for that!
you know, threat of civil suit from a lawyer, can be a place to start ... you may NOT have to take it to trial
i know and he must know that, unless he drank his own kool-aid
This doesn't turn on whether you are non-profit or not... taht's crap too 51% is 51%
maybe i can bargain with it for custody
he says no owners because it filed as a non profit and got the fricken sec of state on the phone with my dad who told my dad that it is considered a non profit without non profit staus
Ok, sorry, I thought you said you ownder 51%
what the heck is that?! thats ridiculous to even exist but it does.
yes, a non-profit doesn't have to be set up with owners
BUT a non-profit can't earn money aee this:
its on my tax returns its on our company franchise tax filings
See this, re:Texas non-profits:
Although a nonprofit corporation can choose to have members who have voting rights, many nonprofit corporations decide not to adopt a membership structure and, in the interests of efficiency, leave the decision making up to the directors. If a nonprofit does opt for a membership structure, the members participate in major corporate decisions. Specifically, the members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation
so, even if set up this way, he would havge to have forged something to take away your voting rights
Sometimes nonprofits make money in ways that aren't related to their nonprofit purposes. While nonprofits can usually earn unrelated business income without jeopardizing their nonprofit status, they have to pay corporate income taxes on it, under both state and federal corporate tax rules. (Generally, the first $1,000 of unrelated income is not taxed, but the remainder is.)
In some situations, excessive unrelated business activities can also prompt the IRS to reconsider a nonprofit's 501(c)(3) tax-exempt status. To avoid this, a nonprofit should never let its unrelated business activities reach the point where it starts to look like a regular commercial business. For instance, unrelated business activities shouldn't absorb a substantial amount of staff time, require additional paid staff or volunteers, or produce much more income than that generated by the organization's exempt activities.
I think it's the voting right s issue that the pivotal issue
he got me out to dissolve the comany and switch it over to a new one with intent to take my ownership, as i have recorded on my phone.
the original filing says we are a school, the forged one says therapy
UNLESS you can file a omplaint with IRS/TX that there's too much unrelated business income
its all related income
I'd oput thatb all together and sue for embezzelement, forgery then
sorry, but its either that or you're jusy yellin'
Then wer'e back to the voting rights....
All nonprofit corporations must keep good corporate records. These records help to preserve directors' limited personal liability and protect your organization's tax-exempt status. Good record keeping means preparing minutes of directors' and members' meetings and documenting important corporate decisions.
ok, well thank you for your time, and again, if you can find that section about after 3 years, the non profit part falls off the corp. then please let me know. my dad was reading the site and read it but he is blind (siri read it) and he doesnt know where it is, only that it is there.
Here's what you were thinking about re: the three year stuff
this again is at the ederal level
n May 2010, the IRS began revoking the tax-exempt status of organizations that are required to file Form 990, Form 990-EZ, Form 990-N (E-postcard) or Form 990-PF (private foundations) and have failed to do so for 3 consecutive years. MOST NON-PROFITS ARE SUBJECT TO THESE REQUIREMENTS. If exempt status is revoked, the only way to reinstate it is to reapply for tax exemption.
On June 8, 2011, the IRS released its first list of over 275,000 organizations whose tax exemptions were automatically revoked for failure to file the required Form 990 information return for three consecutive years. This list is updated monthly.
- See more at: http://www.njnonprofits.org/Legal.html#sthash.Oqom5R9a.dpuf
If this HAS helped, I would appreciate a feedback rating of 3 (OK) or better … That's the only way they will pay us here.
Click here for more information including a list of revoked organizations and what you can do if your status has been revoked -
you got it!
that website didnt work
Here we go
there has to be something else thats on the state level
Notice 2011-43, Notice 2011-44 and Revenue Procedure 2011-36,
Well, the IRS and the state of texas are two different taxing authorities
the rules will very , depending on what tax wants to require to have you keep you tax exempt stateus
yea, and i have the irs proof but he is trying to hang his hat on the state
which is where my dad read it about the 3 years
the thre year rule is the rule that if you don't file the federal 990 for thhree straight year, you're lose you exempt status with the IRS
Texas department of revenue may not have the same (I can't fin that they do) requirement
yea, its odd, isnt it? all i can find are people fighting FOR 501c, not trying to RUN from it! lol
but i think federal proves ownership
so, he is in a world of trouble, isnt he?
yes, he's just trying to use this to wrestle control ... but again, HERE, if you have voting rights, that doesn't just go away
Again, the entity may not ever have been set up as having "owners" persay
BUT it does HAVE to have establiched board and voting rights
and it does and one is forged
ok, well. thank you for all your help
Yep, that's you cse
Here's the Texas law, as it relates to loss of non-profit status:
but its not a 501c
501(c)(3) is a federal classificaton
A “nonprofit corporation” is a corporation no part of the income of which is distributable to members, directors, or officers. A nonprofit corporation is created by filing a certificate of formation with the secretary of state. See Form 202 (Word 152kb, PDF 142kb). A nonprofit corporation may be created for any lawful purpose, which purpose must be stated in its certificate of formation.
nonprofit organizations are granted an exemption under Tax Code, § 151.310(a)(2) under the Texas Code
RIght that's the original filing with your secretary of state
but...ahh... they said we have been operating in a loop hole
the three year rule does not apply at the state level
that although we filed as non profit, we never got non profit staus and never operated as a non profit
But this does Tex. Admin. Code tit. 34, § 3.322
and that's all there is
non-profit status is greanted by IRS
in texas you just file that way originally
listen I have to get ready for a 4:30 meeting
can I help with with ANYTHING else today?
its nuts that the sec of state said it is non profit corp without non profit status!
its really just two diferent things
the sec of state is the place where you file riginally
ok, thank you.
IRS then granst FEDERAL tax emption if you jump through all the hoops , in order to get the benefit of not paying ederal taxes
HOWEVER, if you need more on this, PLEASE COME BACK here, so you won't be charged for another question.
listen, I can move us to the "Q&A" mode so we continue the dialogue (we just can do it in real-time as we can here), if you'd like to drill down on this some more
ok, thank you
i think you MAY have the extent of my wisdom, however :
Gotta go, but will check back in later
yes, but want to big a little more