I'm hoping you can address my situation as specifically as possible rather than giving me a boxed answer. I have sought CPA
and attorney advice in the past for several different things and it seems the more I pay the less they listen.
Here is my scenario, I have been running an s corp in California for six years now. Started with 20,000 shares to me alone for services rendered at some arbitrary par value that I don't have in front of me.
Let's call the California s-corp, Dumb Name, Inc. (EIN XXXXXXXXX .
Filings are in good standings.
I recently moved to Texas and opened another corporation
in Texas this month thinking about perhaps dissolving Dumb Name, Inc.. Started Awesome, Inc. with 100,000 shares at $0.01/share ($1000) services rendered (100% owner also.)
Let's call the Texas corporation Awesome, Inc.
Now I am at a quandary. I want to hang onto the old EIN and the age of the old corporation and do a reorganization/merger but move everything to the new name as a Texas corporation.
I already applied for an EIN for Awesome, Inc. and sent in my s-election form with it.
(Do I cancel that? Does Awesome, Inc. need an EIN to participate in an f-reorganization?)
I was filling out the Texas Certificate of Merger and put that Dumb Name. Inc. would survive and Awesome, Inc. would not. Party 1 and 2. Then under Organizations created by merger, I put Awesome , Inc. (again - because ultimately, I want it to be called Awesome, Inc.)
Then I started piecing together an Agreement and Plan of Merger.
(1) the dissolving entity as Awesome, Inc.
(2) the surviving entity as Dumb Name, Inc.
(3) the final entity as Awesome, Inc.
I put the current value of Awesome, Inc. at $1,000 because I just incorporated it at that value.
I also put the current value of Dumb Name, Inc. as $3000 (guestimated) assets (some fully deducted/non-depreciated equipment and some web domains) and $1000 liabilities (reimbursements I owe myself.)
I also said that Awesome, Inc. will have a zero conversion of interests and Dumb Name, Inc. will have a conversion ratio of 1:1. because Awesome, Inc. is currently nothing and Dumb Name, Inc. is and has everything.
So can I do this if:
I want to keep the old EIN but assume the new name ending up as Awesome, Inc. with EIN XXXXXXXXX
The number of shares aren't equal.
The valuation (albeit arbitrary) is different for both.
In the end, I just don't see how to legally and legitimately make it so that me, Naive Guy, owns 100% of I don't know how many shares of Awesome, Inc. which has Dumb Name, Inc.'s EIN and equipment and web domains. Where is the document that states that? Where is that on record in Texas? Yes I know I have Naive Guy owning 100,000 shares of current Awesome, Inc. on file with Texas but is that the same as NEW Awesome, Inc. with Dumb Name, Inc.'s EIN and stuff?
What other forms and documents to I need to write up to square this away?
Ultimately, I'm just a small-timer here obviously. I can't afford an appraisal of my miniscule assets and an attorney to take me through the whole process.