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Richard, In an SCorp is a yearly salary/ monthly payroll to

Richard,In an SCorp is a yearly salary/ monthly payroll to a 100% share holder (like myself) considered a disbursement to shareholder? Is it considered the type of disbursement that I eventually could/might have to pay back to creditors or past judgments that come through "after" the company is closed? Or are disbursements considered what's left after payroll is competed and assets are liquidated only? I know that liability passes through to the shareholders in cases like this where the company is closely held. Just trying to figure out if my payroll to myself is considered accessible distributions in this sort of situation.

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Richard - Bizlaw

Juris Doctor

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When a corporate board meets to decide on a dividend, do

When a corporate board meets to decide on a dividend,do they vote their shares as a majority,or does the majority rule ?

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Richard - Bizlaw

Juris Doctor

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Aside from tax considerations, are there any negative

Aside from tax considerations, are there any negative consequences of gifting stock vs. selling for nominal amount?In my experience when a person wants to transfer all of the stock of his company to say, his children, they would normally use a nominal amount, such as $1, received in exchange. For certain reasons in my case the transfer of even nominal dollar sum is undesirable. Instead I want to purely gift the stock of my corporation to my relative. Of course the FMV of the company is 0, it does not have any assets, so we are not talking about tax implications. Are there any potential problems purely from contractual, business, corporate law point of view?

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Richard - Bizlaw

Juris Doctor

11,480 satisfied customers
How does an S corporation revoke shareholders shares? NC,

How does an S corporation revoke shareholders shares?JA: What state are you in? And have you consulted a local attorney?Customer: NC, yes I have, he advised I have an official audit done on the company (embezzlement). I've spoken with several CPA'S, they don't do those type of audits.JA: Has anything been officially filed? If so, what?Customer: NoJA: Anything else you want the lawyer to know before I connect you?Customer: I own 50%, my father owns 25%, my mother owns 25% (the shareholder that is embezzling money)

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Richard - Bizlaw

Juris Doctor

11,480 satisfied customers
We have a couple of rental houses here in Texas. We were

We have a couple of rental houses here in Texas. We were wanting to roll into an LLC but it sounds like the mortgage companies will not allow LLC to hold mortgages without us being personal guarantors which eliminated the personal asset protection of LLC. Then I heard that we might could put them into a Trust and then roll that into LLC. We basically would like to have the personal asset protection associated with LLC and would like to have the mortgages off of our personal credit reports since it has affect on loan debt-to-income ratios. Is there a way to handle these mortgages to accomplish the two things we are specifically interested in?

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CalAttorney2

Attorney

Doctoral Degree

20,486 satisfied customers
I am in the process of a partnership dissolution and I have

I am in the process of a partnership dissolution and I have several questions regarding recent activity?

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KJLLAW

Juris Doctorate

2,388 satisfied customers
How do you protect your assets from a lawsuit. Some are

how do you protect your assets from a lawsuit. Some are personally owned and a closely held corporation

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Barrister

Attorney/Landlord/Realtor

Doctoral Degree

53,318 satisfied customers
How expensive is it to convert a Colorado C corporation to

How expensive is it to convert a Colorado C corporation to an LLC? What are the steps needed, can it be DIY?

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J. Warren

Attorney

Doctoral Degree

4,274 satisfied customers
Under Massachusetts law what rights would a minority share

Under Massachusetts law what rights would a minority share holder have in our business if she were to own a 9.16 % share where my brother and I would be equal share holders in the rest of it and we are both the president and VP/treasurer's and the onlyboard members. In out articles it states only board members can vote and or have any say in any decisions etc. Basically our Dad re-married (curse of death these days) and his wife of 4 years has elected for her stat. share under NH law which is 1/3rd of theEstate. Our dad at the time owned 27.5 % state in our Family business and after a 15k new biz evaluation her stake from our experts (which she is contesting) is worth about 151k We have mediation this week and we are not very hopeful a solution will be resolvedsince she insists she is do a lot more on a variety of different issues. So my question is basically If we were to leave her on as a minority shareholder what exactly would her rights be? What problem could she may or may not cause us as we move forward. I'maware if we issue dividends then she would be entitled to her share of % of what was issued to each share holder but other than that what else would be the disadvantages of keeping her on as a share holder? We assume if a decision is not reached then we couldbe forced to sell all the assets which again would raise the shares as a major point since nobody is likely to buy shares in a closely held corporation where the 2 major share holders are Brothers. Like in most small closely held companies the shares aren'tworth the paper their printed on since you couldn't get a cup of coffee with them at the store so their is no likely buyer for them what are we facing for issues if we were to leave her on as a shareholder. Thanks.. JB

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Barrister

Attorney/Landlord/Realtor

Doctoral Degree

53,318 satisfied customers
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