What is the best way for the sole shareholder-officer of a
What is the best way for the sole shareholder-officer of a very small corporation start-up to eliminate personal financial liability risk resulting from decisions made that later turn out to be non-compliant with tax or other law? Assume that the officer has no intention to do wrong, does does his research, and asks questions to experts on e.g. just answer, which is basically "just information."
Public company when directors refuse to. Call shareholders
Public company when directors refuse to. Call shareholders meeting for 5 years can 45 percent of shareholder force meeting under NrsJA: What state are you in? It matters because laws vary by location.Customer: Nevada corpJA: Has anything been filed or reported?Customer: All notices of meeting sent out legally and meeting held on April 5 but directors say this can't be dineJA: Anything else you want the lawyer to know before I connect you?Customer: No
We are a small WA State C Corp, with shares distributed
Hi. We are a small WA State C Corp, with shares distributed among 3 shareholders, who are also directors. Two of the directors are also employees. One of these directors has, apparently, been secretly starting a competing company, about 20 blocks from our company. When confronted, he said it was "just an idea he was thinking about" but he has a building, a website, business cards, an operating license, etc. His picture is even on the other company website, introducing himself as the Executive Director there. So, it seems he is being dishonest about this "idea" that already seems to be an operating business. There is concern about him suddenly leaving here, which would negatively impact our business, because of his role here, plus concerns about taking clients and referral sources. His wife also works here, currently, but is now on his other company's website (it is an LLC with some other person), so it seems she would also leave. In looking up what I can find, apparently this seems a breach of the "duty of loyalty" aspect of his role with our company, as a shareholder/director, and it certainly seems a conflict of interest, plus, if he leaves here, there is an existing non-compete agreement for 3 years, of not operating a competing business in the same county, but he already has a competing business, in the same town, it seems. So, we don't know what to do. We're trying to protect this company, plus see if we have any legal recourse regarding these seemingly dishonest actions on his part.
I received a Certified Letter--an "Intent to Offset Federal
I received a Certified Letter--an "Intent to Offset Federal Payments" notice from The California Franchise Board regarding a corporation I was an officer and president. The company has been nonexistent since 2008/2009. I did not take loans from the corporation, did take income. I lost much.The notice asks that I respond within 60 days. How do I proceed and respond to the Franchise Board to make this situation go away as I am not responsible to the companies debts.Thanks in advance,
I am reading your response on anti-dilution of shareholders
I am reading your response on anti-dilution of shareholders in an LLC I am trying to close a deal to take 51% of an LLC, but the founder (at 26% with Double voting rights) says that we cannot legally ask for anti-dilution rightsJA: Can you tell me what state the LLC is registered in?Customer: MichiganJA: Has anything been officially filed? If so, what?Customer: The LLC was set up a couple years ago. We are negotiating the rewrite of the Operating AgreementJA: Anything else you want the lawyer to know before I connect you?Customer: that is the important bit
I have a Florida corporate law question, a little ..
I have a Florida corporate law questionJA: Has anything been filed or reported?Customer: a little ..JA: Anything else you want the lawyer to know before I connect you?Customer: http://form.sunbiz.org/pdf/cr2e027.pdf
I and my business partner are owners of a Delaware Corp. We
I and my business partner are owners of a Delaware Corp. We pledged our shares of the corporation with a third party against a loan that third party gave us several years ago. We couldn't pay the loan back and the third party asked us, under the terms of the pledge agreement, to transfer the shares to him. We had no objection to doing that and transferred the shares but so far we haven't done any filing. Do we need to do any filing? If so, which is the filing that needs to be done?JA: What state are you in? And have you consulted a local attorney?Customer: My business partner and I live abroad but our Company is a Delaware Corp.JA: Has anything been officially filed? If so, what?Customer: So far, we have not filed any Annual Reports since the inception of the company which was 2007. The transaction I'm talking about took place in 2014-2015. We have, however, filed Franchise Tax returns on 1st March 2017.JA: Anything else you want the lawyer to know before I connect you?Customer: Apart from the paid up shares that we pledged to the lender, we also issued the rest of the authorized shares to him at the time he gave us the loan. We gave him the share certificates but again have not done any filing. Do we need to? And what filing? I think that's it
Is there a legal way to re establish a company that was
Is there a legal way to re establish a company that was Dissolved by Proclamation and had its assets of fabric and machinery sold?There were 4 times this company was sold and all of the asset sales that subsequently took place were for machinery and fabric and included things such as cutting tables.The final sale included a website name that had no name connection to the company, and is currently unused and parked at Network Solutions, a service provider.Any of the asset sales would have had a paper trail, am I correct? Are these documents able to be found, and where would I look?1900-1916 Custom Shirt Company Founded in 1900 by Frank Beach1916-1973 Mr. Robert Newell, employee buys and renames Robert Newell Shirts1973-1993 Bert and Joyce Raymond buy company from Robert Newell.-- ROBERT H. NEWELL & CO., INC. formed MAY 18, 1940, DOS ID#52436 was Dissolution by Proclamation/Annulment of Authority on December 27, 2000, shortly after the death of Joyce Raymond.1993- 2003 Asset sale to Patricia Charache and Bonnie Mundion2003-2008 Asset Sale to ***** *****dley and Scott Maybe, AP1 Company.---ROBERT H. NEWELL SHIRT COMPANY, INC formed MAY 06, 2003 DOS ID #(###) ###-####was Dissolution by Proclamation/ Annulment of Authority on October 27, 2010According to the Department of State, had never filed tax returns for any year they were functional business.07/2008 Asset sale to The Custom Shop*****,
Maumee, OH 43537Items sold were fabric, cutting tables, and machinery.That until the year 2008 Robert H Newell had a 115 Year History of manufacturing a world class hand made dress shirt for clients all over the world.George W Bush, George Herbert Walker Bush, Bill Clinton, Winston Churchill, Bob Hope, Dustin Hoffman, Nick NolteDivision of CorporationsEntity InformationThe information contained in this database is current through July 28, 2014.Selected Entity Name: ROBERT H. NEWELL & CO., INC.Selected Entity Status InformationCurrent Entity Name: ROBERT H. NEWELL & CO., INC.DOS ID #: 52436Initial DOS Filing Date: MAY 18, 1940County: ORLEANSJurisdiction: NEW YORKEntity Type: DOMESTIC BUSINESS CORPORATIONCurrent Entity Status: INACTIVE - Dissolution by Proclamation / Annulment of Authority (Dec 27, 2000)Information to reinstate a corporation that has been dissolved by proclamation or annulment of authority by proclamation is available on the New York State Department of Taxation and Finance website at www.tax.ny.gov keyword TR-194.1 or by telephone at(###) ###-####Selected Entity Address InformationDOS Process (Address to which DOS will mail process if accepted on behalf of the entity)ROBERT H. NEWELL & CO., INC.107 WEST CENTER STMEDINA, NEW YORK,###-##-####Chief Executive OfficerJOYCE ANN RAYMOND*****MEDINA, NEW YORK,###-##-####Principal Executive OfficeJOYCE A. RAYMOND107 WEST CENTER STREETMEDINA, NEW YORK,###-##-####Registered AgentNONEThis office does not record information regarding the names and addresses of officers, shareholders or directors of nonprofessional corporations except the chief executive officer, if provided, which would be listed above. Professional corporations must include the name(s) and address(es) of the initial officers, directors, and shareholders in the initial certificate of incorporation, however this information is not recorded and only available by viewing the certificate.*Stock Information# of Shares Type of Stock $ Value per Share200 No Par Value*Stock information is applicable to domestic business corporations.Name HistoryFiling Date Name Type Entity NameMAY 18, 1940 Actual ROBERT H. NEWELL & CO., INC.NYS Department of StateDivision of CorporationsEntity InformationThe information contained in this database is current through July 28, 2014.Selected Entity Name: ROBERT H. NEWELL SHIRT COMPANY, INC.Selected Entity Status InformationCurrent Entity Name: ROBERT H. NEWELL SHIRT COMPANY, INC.DOS ID #:JA: Because family law varies from place to place, can you tell me what state this is in?Customer: New YorkJA: Has anything been filed or reported?Customer: Not sure how to answer thatJA: Anything else you want the lawyer to know before I connect you?Customer: I would believe the paperwork to these sales would have to be filed