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Recent C Corporation questions

If I elect to have my LLC taxed as a Corporation through the

If I elect to have my LLC taxed as a Corporation through the IRS, does anything change with the governance? Are we still members, based on membership percent, that do not have authorized stock to allocate? Do owners now have to take dividends instead of draws, though? Does anything else change except taxes, given dividends instead of draws seems to be a governance issue? Thanks!

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Loren

Juris Doctor

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This is a question from my friend whose EB1 card was

This is a question from my friend whose EB1 green card was approved, and he has worked for a company 1+years after GC was approved:If he wants to set up a company to protect his personal asset separately from a business, what type of company should he start with? He is juststarting out so a small one will do.Thank you. Guillermo!

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Richard - Bizlaw

Juris Doctor

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I have a S corporation based out of Philadelphia, PA. We

I have a S corporation based out of Philadelphia, PA. We were a C Corporation. Our taxes are high. Where can I investigate without talking to my accountant about firming us as a Delaware corporation to save on taxes. One of my retail stores is within 1 mile of PA/Delaware border; if I need to establish it makes sense.

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Richard - Bizlaw

Juris Doctor

11,200 satisfied customers
I have already submitted a question here for an immigration

I have already submitted a question here for an immigration lawyer, and now I require assistance to decide the best route for setting up a legal trading entity in the USA.I am an English citizen, based in Chicago, IL, currently on an F2 visa. My wife is an Egyptian citizen on an F1 visa, in the 5th year of her Economics PhD. My father in-law (who is also an Egyptian citizen, living in Bahrain, which is also his country of residence) & I, run a business together in Bahrain, importing & exporting dietary supplements. We typically import from Germany and export to the Middle East and the USA.We have two registered business entities at the moment:1. We have an WLL license in Bahrain, which is the equivalent of an LLC in the USA. The license is currently under the name of our local Bahraini sponsor and does NOT include either mine or my father in-law's (Khaled's) name. This is common practice in Bahrain, where only local Bahraini's can start businesses. We have a side contract with her, which states that we own & run the business. We use this license for almost all of our trading activities, which include I) Selling our products retail online on our own Websites, II) Selling on Amazon, eBay and other channels online III) Selling wholesale to various customers in Bahrain and GCC.2. We a private limited company (Ltd) established in the United Kingdom under my name, since I am a British citizen. I am 100% under of this company.Moving forward, our business will be expanding in two key ways:1. The volume of products which we will be exporting to the USA will increase. In order import into the US to date, our freight forwarding company acts as the IOR (Importer on Record) on our behalf. Once the goods arrive, we ship them to Amazon's warehouse for sale on Amazon. Our Amazon account is based on our Bahraini trade license, as mentioned above. We can of course import goods directly ourselves, if we were to have an EIN.2. We will begin to manufacture our own products in Germany. We will also be looking to import these in large quantities into the US and look to set-up distribution channels in the USA. This obviously comes with insurance and legal ramifications, which we would need to address.In a previous answer to a similar question (from an immigration lawyer), we have found out that immigration regulations do not prohibit anyone in our status from starting a company. But for myself to have any meaningful involvement in the day-to-day activities, I require a visa status that supports that. We have been told that the E-2 visa would be ideal for me personally, if I am to have any meaningful day-to-day involvement in the business, as currently, under an F2 visa, I am prohibited from working for the company. The suggestion of an L1 visa was also provided, since we already have established business entities outside of the US.We were also advised that since I am a British citizen I would need to be at least 50% owner, as a Treaty Investor. However, Egypt also appears on the list of countries for treaty investors, so perhaps we can divide the ownership, as we wish to. Currently Khaled is 70% owner, I am 30% owner (informally between us). We intend to keep this ratio, and make it legal and documented, if it's possible.So my broad question is – What is the most suitable route to take, given our circumstances? For example, is an LLC the right route. What state is the best to register in. Everyone seems to mention Delaware. We just need to weigh up our various options, to make sure we establish in the most suitable way given our circumstances and ultimately allow myself to work for the company in the US, once it's established.Many thanks,Nick

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Richard - Bizlaw

Juris Doctor

11,200 satisfied customers
I need to know what kind of an action to be taken in terms

Hello ThereI need to know what kind of an action to be taken in terms of filings with secretary of state: The case scenario is as follows:Three people together formed a C corporation from Delaware state in August 2016. Three of them have elected a new Board of Director in Dec 2016 and the previous 3 directors resigned.

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INFOLAWYER

Attorney

Juris Doctor.

41,342 satisfied customers
My s-corp was required to convert its tax status to a c-corp

My s-corp was required to convert its tax status to a c-corp (long story related to a legal battle with a partner). I want to return the status back to an s-corp. Is there a waiting period to convert it back, and if so, what is the time frame?

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

115,338 satisfied customers
We are two Realtors in the state of Arkansas. We are

We are two Realtors in the state of Arkansas.We are Partners in a C corporation.Each of us hang AR real estate license under a different real estate brokerage firm, in other words we work for two different brokers. But we co list all of our listings.Can we both work for two different Brokers and deposit each Partners Revenue into one C corporation.Would that fall within the letter of the law according to Arkansas real estate law

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39,476 satisfied customers
Our HOA set up a travel and event club for any of the

Our HOA set up a travel and event club for any of the homeowners to join by paying dues annually. The club plans events (trips, cruises, dinners, tours, concerts, plays, etc. locally, regionally, nationally, and internationally and offers them to Club members. The club has by-laws, a board, officers which are elected annually by club members as well as committees who plan events. No one is paid. The club has no employees and uses HOA facilities for meetings free of charge. Its only expenses are office supplies. The club collects about $6800 annually in dues which it uses to subsidize food and other costs at social events. It also collects deposits in advance of trips or events from members who sign up for trips/events and uses these deposits to pay for group dinners, tours, tickets, hotel rooms, etc. booked at a group rate. So these deposits are offset by expenses. And it makes a few dollars annually on its cash balances. Periodically, the costs for member trips exceed or are less than the deposits collected, which generates a deficit or surplus. The club was founded in 2008 and has a tax ID number which its bank required to open up accounts. But the club has never filed a tax return or applied for tax exemption under IRS section 50 (c)(7). Early in its existence the club generated a large surplus which it transferred to a separate reserve bank account. This reserve was set up in case minimum guarantees to hotels booked at group rates were not met and the club was on the hook. Generally the club's income equals its expenditures so income is near zero. The IRS has never questioned that the club did not file a tax return. Should the club file for exempt status and if it does, will it owe back taxes and penalties? I note that form 1024 requires four years of income statements. It also appears that the club must file an annual information return if it is granted tax exempt status. Can the club just continue not filing? I ask these questions as the clubs new treasurer.

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TaxWhisperer

Principal

Masters Science Taxation

716 satisfied customers
I'm in the process of filing for a California C-Corp through

I'm in the process of filing for a California C-Corp through incorporate.com (application is being delayed and will be sent to the state later in December so that I will have an incorporation year of 2016 and tax year beginning on the first day of 2017). I'm a French citizen so I currently do not have an SSN nor an ITIN (as of yet).My understanding is that I don't need either ones to get my C-Corp, but will need one of them to obtain my C-Corp's EIN to begin filing taxes. However for me to obtain an ITIN I need to file a tax return along with my ITIN application. So I fear I may be stuck in a catch-22 where my C-Corp can't file taxes until I get my ITIN, for which I need a tax return from my C-Corp.What should I do? Is it OK for my business to start activities in January without an EIN until I can begin generating revenue, so that I can file my tax return along with my ITIN application, and only then obtain an EIN for my business?Please let me know what would be the best approach to this.

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39,476 satisfied customers
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