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I'm planning on converting my NY C corp to a CA S corp. What

I'm planning on converting my NY C corp to a CA S corp. What are the steps I'll need to do in NY to accomplish this?

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Richard - Bizlaw

Juris Doctor

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Small 501c3 corporation, with valuable websites wants to

small 501c3 corporation, with valuable websites wants to know how to keep the websites built by it up indefinitely without continuing to solicit funds or do further charitable work.should it just keep filing returns and basically stop work? Will IRS accept a rather passive 501c3.

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Ely

Counselor at Law

Juris Doctor

64,468 satisfied customers
I am starting my own business. I plan to do business

I am starting my own business. I plan to do business consulting and building a website and blog as a catalyst for the business. I have also purchased two other sites than I plan to launch as affiliate marketing sites. I may additionally purchase an established site through auction. My plan was to establish an LLC as a Consulting & Acquisitions group and have the sites and consulting all part of one unified group. If one site produced significantly I would look to establish it as its own operating entity. Currently I am establishing this by myself, but have a business plan to grow and potentially hire employees. For now I will just outsource to freelancers. Will a basic LLC suffice in establishing this business.

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Ely

Counselor at Law

Juris Doctor

64,468 satisfied customers
Can my construction corporation be sued for not

Can my construction corporation be sued for not corresponding the right way when an employee got injured, even though I as the owner wasn't aware of the injury?

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P. Simmons

Attorney

Doctoral Degree

35,674 satisfied customers
UNDER MASSACHUSETTS LAW: In a closed corp - all family

UNDER MASSACHUSETTS LAW:In a closed corp - all family members (5) ..... can the majority shareholder :force the minority shareholders to sell their stock to him?decide to reduce the shareholder disbursements and hold in reserve without a valid corporate purpose ?

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Richard - Bizlaw

Juris Doctor

9,802 satisfied customers
What needs to be in a contract or invoice to give us the

What needs to be in a contract or invoice to give us the business the right to reposes thew vehicle if a stop payment is made or credit card reversed or declined?JA: You just pay a $5 deposit now and the rest only when you get a reply from the Corporate Lawyer. All of this is 100% satisfaction guaranteed, so you can get a refund if you're not happy for any reason.Customer: okJA: What state is this in? And when did the issue begin?Customer: TXJA: Has anything been officially filed? If so, what?Customer: not yet but we are being told by a repossession company that we need to have a clause where the customer initials or signs that gives us the repossession right if they dispute a transaction after repairs have already been completeJA: Anything else you want the lawyer to know before I connect you?Customer: that is all for now

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Richard - Bizlaw

Juris Doctor

9,802 satisfied customers
Dear Attorney, I have verbally agreed with the owner of a

Dear Attorney,I have verbally agreed with the owner of a restaurant building in California that I will pay him a non-refundable deposit of $200,000. I will have 5 years to purchase his building (including land) for $5 M in next 5 years by giving him a 90-days' notice. He will own and run the restaurant till I use my option in next 5 years.If I don't use my purchase option, then, I lose my deposit.I am signing a basic LOI today with him.1. Can you advise, are there any specific points I need to include so he can back-track and make it binding after LOI, I will contact an attorney to create a formal agreement.2. Currently I have an S-Corporation which operates my current food business.This restaurant will be owned by a new business entity but I dont know the legal entity type yet. I would like to take a tax-deduction for $200,000 loss if I don't use my option. To avail the tax deduction, do I need to make this purchase under a business by opening an entity now Or personal name is ***** ***** now?3. Would I open an escrow now in this case?Thanks,John

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Richard - Bizlaw

Juris Doctor

9,802 satisfied customers
I am domestication my business and they are asking the

I am domestication my business and they are asking the following.Stock must be authorized in Article III. Please provide the amount of stock authorized in Article III. Depending on the amount of shares authorized, the fee may change. The fee provided ($475) is correct for the document authorizing up to and including 275,000 shares of authorized stock. Any amount of shares above 275,000 will incur an additional charge.The issue is in my home state where I originally opened,which I will dissolve states in my articles of organization that I am allowed .0001 shares to gI've. Therefore, I do not know what I need to fill in here on my domestication paperwork. I put 0, but they rejected and wrote the above.

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Richard - Bizlaw

Juris Doctor

9,802 satisfied customers
I have kind of a business arrangement / franchise potential

Hi... I have kind of a business arrangement / franchise potential question. Where I am the franchisor.I have a small chiropractic business I am expanding. I have a guy that is struggling in practice. He is a good chiropractor and great guy but just not business savvy and I have the opportunity to kind of partner up with him (bail him out so to speak) by helping him get his business going by converting it to a franchise location for me or partnering up with him in some way.Advantage to him is he can break even or make money quickly to support family, etc. using my model (well in theory). He is bleeding about 1k a month right now and has been at it 1.5 years with just a 3k month overhead so he aint exactly growing too quickly.Advantage to me is that I can add another location to my company fairly quickly/easily (be our 3rd) in an area I would love to have a location with a doc ready to go... so that is my drive to make this happen.So the question is this. If I move forward with this, I am struggling on ideas of how to arrange the 'deal' with him.Not sure I want to take over his lease for him (1.5 years remaining) because he could of course abandon ship. Could just add my name on to lease and take over his operations and hire and train him. That seems clean only because he is still on hook for lease but why do that if don't have to be on it is my struggle there.Next option I thought is have him sign on as franchisee and just add addendum for no Franchise Fee, No royalties, etc and maybe just defer it all along with paying back any money I spend to get this going (be about $15K initially most likely to get him up to speed and hit marketing hard for several months)I have come up with scenarios and typed them out but didnt want to attach here because feel like it will be too overwhelming to read my potentially terrible scenarios.So my question is... Can you give me some ideas on a way to employ or partner with a guy in a situation like this where it makes the most sense.Perhaps some partnership hybrid where he can't abandon ship if all is not going well. So maybe he stays on lease and we just have an agreement with him that we take over his finances of the office and hire him as 1099 for low wage plus percentage as turns profit.Or perhaps a modified franchise option as mentioned above with a loan to get him going and he starts implementing my systems. Starts paying an amount per month towards these things on a profit level reached.Anyway.. hope this is a reasonable question you can give me some insight on.While I will probably consult an attorney in my area I like checking with this service as well so I can get an affordable second opinion and maybe just ideas of creative fair ways to structure it but most importantly any pitfalls to watch out for that I would not see coming or know about.

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Ely

Counselor at Law

Juris Doctor

64,468 satisfied customers
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