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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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How do you end a C Corporation and start up an LLC when a 10

Customer Question

How do you end a C Corporation and start up an LLC when a 1033 Exchange is in process concerning the original C Corporation? (Original Corporation was sold and property taken by Eminent Domain by the State of Utah).

We intend to purchase up to three properties through the 1033 Exchange, and have 2 years and 9 months to locate similar income properties. Is it required by law that these purchases be made under the name of Park Pharmacy (original C corporation) BEFORE forming an LLC (Lewis Enterprises), or can we make the corporation to company change and make the purchases under the LLC name?

Thanks Much.

Ellis Lewis
Submitted: 7 years ago via GetFreeLegalForms.
Category: Business Law
Expert:  lwpat replied 7 years ago.
What do you mean by the company was sold? Has it been dissolved? Is the money still in that company's bank account?
Customer: replied 7 years ago.
Just Answer Attorney:

As a pharmaceutical business we were able to sell the BUSINESS ONLY (all records, patient lists etc.) to the Sav-on pharmacy chain. The business was sold separately from our 'Goodwill', purchased by Sav-on independently but simultaneously with their purchase of our business.

In addition to the business of Park Pharmacy, we owned the large corner lot and the building on it, which housed the business for over 15 years. Sav-on's contract originally required that we relinquish the business name as well. However, although Sav-on, in their contract, demanded ALL patient hard copy and computer records, they found they did not have space to store the great stacks of boxes containing these records, which we have had to provide storage space for ourselves.

By law, pharmaceutical records must be stored for seven years. Because Sav-on only accepted the most current two year's worth of patient records, we retained the corporate name of Park Pharmacy, in part, to service these records. We have continued to provide service as required when contacted by physicians, attorney's or others needing those documents for specific legal purposes.

Because our lot and building were taken by Eminent Domain, independently of the business and corporate name, we were entitled to a three year period in which to locate up to three properties to REPLACE the business property upon which we had planned to establish a new business. WE NO LONGER ARE IN THE PHARMACEUTICAL BUSINESS. For this reason, we need to establish a new business and a new business name.

The monies received from the state are in a money market account, under the Park Pharmacy corporate name. We have advised the IRS and State tax authorities of our intent to use these funds toward a 1033 Exchange

Therefore, we need to know :

1. How to exchange the 'Park Pharmacy Inc.' corporation for a more general LLC, with a NEW
and more appropriate company name. We have chosen to use: 'Lewis Enterprises" as the new

2. Can we make this change while still searching for other income producing properties, and
take these new properties under the new company name of 'Lewis Enterprises'?

3. When would be the best time to change the corporation to an LLC, before we purchase the
exchange properties of after.

We hope that this will clarify the questions we submitted. The 1033 exchange is very similar to a 1031 Exchange, but we are given three years and up to three properties to complete the exchange rather than
45 days and probably one business or property only allowed with the 1031. If you have other questions, I will attempt to answer them as needed.

Thank you for your assistance.

Ellis Lewis


Expert:  lwpat replied 7 years ago.
1. Have the LLC purchase the corporation.

2. Yes

3. Does not matter since the LLC will now "own" all the shares of the corporation.