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?
Dispose of all its assets without seaking shareholders
dispose of all its assets without seaking shareholders alpprovalJA: What state are you in? It matters because laws vary by location.Customer: nevadaJA: Has anything been filed or reported?Customer: sale selported on coopnaoy web siteJA: Anything else you want the lawyer to know before I connect you?Customer: no
I have reserved the name through the Secretary of State. I
Hi,I have reserved the name through the Secretary of State. I need to know if this can be an LLC, or needs to a professional LLC or is we have to be an S-Corp. We will be doing botox, facial fillers, lasers, CoolSculpting etc... Do we need to have a professional nurse/doctor on staff for our business? If so, what do we need to register as; LLC, Professional LLC or S-Corp? And what does that for tax and payroll purposes?
I received this explanation of financials from a business
I received this explanation of financials from a business lawyer asking me to work for either cash or equity in a new startup company. I don't understand this. Can someone explain exactly what I am being offered, and what questions I should be asking?There isn't a formal valuation, we put something together in terms of the opportunity last year. The valuation will not be done until the A round. So all the investors, which will be included in the independent contractors that will choose to defer compensation until the A round is when the valuation will be outlined. So the structure will be the following:No 3rd party will own any interest in the company until such time that the A round is place. The instrument that the company will employ is that of a Convertible Note Purchase Agreement. Therefore, no 3rd party will be in the cap table until that time.So, let's go over how that looks in the short term.Step 1: You will provide a proposal with a specific scope of services.Step 2: Let's say that your scope of services is estimated at $50,000.00Step 3: You will make the decision on what level of the income you want to put toward equity at the A round.Step 4: Let's say you decide to take 25k cash and put 25k towards the equity.Step 5: You, David will sign a convertible note purchase agreement with an investment in the amount of 25k.Step 6: There is no valuation until the A round. When the seed round closes, which you will be one of the participants, we will convert all note holders that invested in the seed round at a 25% discount of the A round valuation.Step 7: At the time of the conversion to equity in the future, you will have two options, convert your money into equity at the 25% discount of the future valuation/ or get your money back plus 8%.Let me know if you have any questions. The first thing we will need to do if you want to get involved with the company is this:1. Execute NDA2. Provide Proposal for Scope of Services3. Sign Independent Contractor Agreement with Company – where you decide on the amount of cash/investment4. If investment to any amount – you will be provided with the investment documentation along with the investment deck for you to review and/or execute.5. Once we close out the seed round, we will be working to grow the business and move swiftly to the A Round. Let's say at that time, we are raising money at a valuation of 10 million dollars. Your interest will be converted at a discount valuation of 7.5 million. If the valuation is 1 million dollars at the A round, then your investment will be converted at the discount of 750k.Hopefully this enough for you to digest and clarify your understanding. Let me know if you have any questions.The other third parties – have not yet converted anything since the documentation, investor deck for seed round is not yet prepared. I'm copying my partner on this so he is up to speed as well.Do you have enough to go with to put together a scope of services?
Following up on a previous question: it was noted that a
Hello - Following up on a previous question: it was noted that a corporate shareholder (say, an LLC owns 40% stock in a Corporation), can provide its services at discount or free to the Corporation it owns shares in, without a conflict of interest - as it is a shareholder assisting its held company. For example, it could provide accounting or HR support.If this is true, how do I navigate the boundary correctly? For example, sharing bank accounts and insurance plans or having a hand in the employee hiring and day-to-day management would bring question to the independence of the subsidiary. Are there any strict boundaries to consider? Thanks!
I have a few questions about correctly navigating corporate
Hello, I have a few questions about correctly navigating corporate board membership and assuring no conflict of interest. In these scenarios, an LLC is an 40% corporate shareholder of a Corporation. The LLC has already appointed someone to act on the LLC's behalf at the Corporation's shareholder meetings. For such:1. Can the LLC as a shareholder (and the current or more appointees) be appointed as Directors or titled-Directors (e.g., Secretary, etc.) of the Corporation?2. Can the LLC as a shareholder provide (free or charged) services to the Corporation? For example: HR management/paperwork, accountants, social marketers, consultants for corporate operations, etc.3. Can the Corporation provide value in partnered initiatives with the LLC? For example, can the Corporation run an event co-branded with the LLC shareholder?Thank you so much!
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.
We formed a C Corp in NYC in June 2016 and verbally agreed
Hi , we formed a C Corp in NYC in June 2016 and verbally agreed to 60 40 shareholding where I am the one holding 60 %. We both draw salaries but my other partner doesn't put his full hours into work and I am the doing everything. I would like to amicably end this partnership and would like to buy out his share. We don't have any written bylaws, partnership agreement or an operating agreement. What can I do if the other partner doesn't want to go or if he tries to buy out my share? Thanks.