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lwpat, Attorney
Category: Business Law
Satisfied Customers: 25387
Experience:  Attorney with over 35 years of business experience.
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Need help on an LLC I already asked on this site whether

Customer Question

Need help on an LLC: I already asked on this site whether I am an owner of an LLC. I only signed for 2553 to elect for s corp status. I never signed an operating agreement or the articles of incorporation. I am not listed as a member on the florida state website. I was told on this website that I am not an owner and at best only an employee.

My question is: the owner of the company, which was formed in 2008, has yet to file any taxes, and is threatening to report me to the IRS as an owner and he states that only I am liable for the taxes. He won't dissolve the company, and he has no occupational license/tax license. I paid myself and indepedent contractors through the bank account. He wants me to pay him $10k for back pay. The company has ceased operations. He wants me to file the taxes as he states that he doesn't have to.

Do I have to do any of these things? Can I just walk away?
Submitted: 8 years ago.
Category: Business Law
Expert:  lwpat replied 8 years ago.
Here you may be held responsible for the payment of taxes since you controlled the bank account. Since you are not listed as a member then you are not responsible for the filing of taxes. However, if the taxes are not filed, how are you going to show what you received from the company. There needs to be a W2 or 1099. Here I would take the books to an accountant and have the accountant prepare the tax return and present it to him for his signature. If he does not sign ask the accountant the best way to proceed but I would send it in anyway with a letter of explanation. If you did not control the bank account you would have no tax liability but since you do that would be the problem.
Customer: replied 8 years ago.
I didn't have control of the bank account. The bank account is in his name. There are 3 people on the bank signature card, I was one of them. Any of the three had acess to the bank account. I just transfered money to peoples accounts who were owed money.

I was issued a W2 for last years taxes through paychex. Then he cancelled paychex, and I just used the online payroll business suite on the bank accout to pay myself and the others. So, how does that make me in control of the bank account?

It clearly states on the bank statements, who received payroll and how much they received.

He never kept books, but wants me to now create them and file the taxes.

My father is suggesting that he get ownership of the company, and then have me file the taxes, and then he would dissolve the company. I do not want to do anything like that.

As far as I see it, the "owner" of the company is liable for everything.

I appreciate your time and effort here.

Expert:  lwpat replied 8 years ago.

If you were the person responsible for paying the payroll taxes and had access to the bank account and did not pay the payroll taxes, then you could be liable. If you received a W2 you are just an employee and can walk away unless there is payroll liability.

Customer: replied 8 years ago.
I wasn't the one responsible. The owner never did it, so to be fair to employees, I just paid them online. It was never my job to do so, I just felt that it was the right thing to do. The owner was responsible for payroll taxes. I received a W2.

If he didn't issue W2's for this year, then he should 1099 me. Is that correct?

Do I have to file the taxes for the company, or can I just tell him that it is responsiblity? Do I have to pay him $10k out of my own pocket as he is requesting?
Expert:  lwpat replied 8 years ago.
Based on the above I don't see where you have any responsibility for anything.
lwpat and 4 other Business Law Specialists are ready to help you
Customer: replied 8 years ago.
Thank you.