My sister owns a company (LLC). In the operating agreement,
My sister owns a company (LLC). In the operating agreement, she is the only voting partner and 90% owner.Now, my sister and her partner decided to form a new corporation to replace the LLC. Her partner filed all of the paperwork and put everything in her name (supposedly a mistake). The agreed to form a stock purchase agreement where my sister will purchase 90% of the stock of the new corporation.The question is: with a corp, there is no operating agreement. How can the stock purchase agreement be structured in a way where my sister remains as the only voting stock holder and where no one can make any decision but her? As the majority owner, she has a lot to lose (her partner agrees) and needs to ensure that she is the only decision maker.Also, for the purchase price, my sister is not paying any money, instead she is moving her assets from the LLC to the corp. can those assets be valued and mentioned in the agreement?Thanks.
I have a case where a parent company holds three LLCs under
Hi,I have a case where a parent company holds three LLCs under its roof. Each LLC has a separate FEIN number and the responsible party for each LLC is the corporate parent company. Moreover, each LLC is fully owed by the parent corporation and the operating agreement also mentions that the income and expenses flow to the parent company.My question: When we file the parent corporation tax return, should we file a consolidate tax return that includes the parent corporation and the three LLCs on it?Or,Do we file spate tax returns for the parent corporation and the LLCs? (all together one 1120 and three 1065). Or, there is no need to file 1065 since each LLC is a single member LLC owed by the corporation?Could you please clarify.Thanks!
A Colleague and I are starting a Life Coaching business
A Colleague and I are starting a Life Coaching business together. Currently, we are sole proprietors, living in Georgia and Virginia. We are becoming 1099 contractors of a Coaching company (I think Inc.) that specializes in working with clients with PTSD. We will be Coaches, NOT therapists.We are trying to decide the best tax/legal structure that best protects us personally and professionally.Questions:1. What are the advantages or disadvantages of forming an LLC together?2. Should we just form our own LLC and collaborate?3. What kind of liability do we need? We will not be covered by the larger Coaching company.Thank you!Jan Klos in Atlanta
On a gh level, I understand the difference between an LLC
Dear Sir or Madam,On a high level, I understand the difference between an LLC and a C corporation or a full fledged corporation. However, if there is double taxation for corporations, why will any company form a corporation. Also if LLC is a simple structure and better of taxes, why is every company not an LLC. For example why large companies like AT&T, IBM, Facebook, Google, Amazon, etc. are not LLCs. Is there a difference when they go public or allocates shares before going public. I am being offered partnership in an LLC where all partners are US citizens.Ali
I am starting a new business and I am unsure what I should
I am starting a new business and I am unsure what I should become..I am a sole proprietor now, we want to become a LLC .Can you help me with the process? And is an LLC what I should become?We are opening a mobile bike shop which will someday be a brick and mortar bike shop.I want to be sure what I should become and how to do it.Thanks
Can some one who is non-resident of USA own a part of
Can some one who is non-resident of USA own a part of business establishment in USA ?Below is the scenario:I am planning to bring-in a restaurant chain which is outside USA to California. My franchiser want's to invest and hold 25% of the venture. He is a non-resident of USA. Can this be possible ?
I have a couple CA corporate law questions: My
Hello, I have a couple CA corporate law questions: My ex-wife and I owned a CA C corporation up until seven years ago when she quit, filed for divorce, and the corporation was abandoned. A business evaluation was done, a value was determined for the company, and I paid her half the value. Our final divorce judgment says that I'm the sole owner and we are to cooperate in transferring her share to me. I gave her a stock certificate for half the shares originally allocated to the corp and the bottom filled out to transfer the shares to me. She signed it and had a friend sign as a witness, but she didn't date it. So question #1, should I kick it back to her and ask that she date it? Does it matter? Then second question is what forms do I use to send a copy to the IRS and to the CA FTB so that is put on record with both feds and state? Thanks.