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Richard, Attorney
Category: Business Law
Satisfied Customers: 55595
Experience:  32 years of experience practicing law and a businessman.
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I have incorporated a new Class C Corp and will take the Sub

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I have incorporated a new Class C Corp and will take the Sub S Election in 10 days. I have an existing company but the co-founder and myself have started this brand new company because she had a partner in the original Sub S who quit the partnership after only 4 weeks. Is there anything we need to do? All of the capital equipment was held with me and the gal who had co-founded the first company. Could the co-founders who quit the first company ever come back and cause us problems after quitting and then leaving her holding the bag?

BTW, their resignation and partnership dissolving communication was in a letter they sent, so it is in writing.
Welcome! My goal is to do my very best to understand your situation and to provide a full and complete answer for you.

Good afternoon. Has the prior company been dissolved? The capital equipment....was it owned by the two of you individually or was this owned by the former company? Is the new company doing the same thing the old company did? Were any accounts or contracts transferred from the prior company to the new company? Thanks.
Customer: replied 4 years ago.

No the company has not been dissolved and the equipment was never capitalized into the company. It was purchase privately in our names.


The new company is still in the product type (pets & supplies), but the old company had a animal breeding business model and objective. The new company is selling supplies and buying and selling pets as resellers over the internet.


No prior contracts or accounts were transferred to the new company.

Thank for your response and I apologize for the delay....I took a break for dinner. I appreciate your patience.

Based on your facts, you have no concerns. The new entity is separate and distinct from the old entity. As long as you are not taking assets and or contracts away from the old entity and moving them to the new entity....thereby depriving the other owners of the old entity their share of any value of assets....the new entity is at no risk from any disgruntled shareholders of the prior entity. With regard to the prior entity, however, if it is still going to exist and operate, even if the other shareholders have indicated they are resigning and want to dissolve, it's important to document that and officially have them assign their interests to you. You don't want to be in a position where you overlook that and years later after turning the old entity into a success, they all of a sudden claim they still own their interests in the company and you have no actual document assigning their interest.

Thank you so much for allowing me to help you with your questions. I have done my best to provide information which will be helpful to you. If I have not fully addressed your questions or if you have any follow up questions, or if I have misinterpreted your questions in any way, please do not rate me yet, but simply ask a follow up question without rating so I can provide you with a fully satisfactory answer. If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service with 3, 4, or 5 faces/stars so I can receive credit for helping you today. I thank you in advance for taking the time to provide me a positive rating!
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Customer: replied 4 years ago.

Thank you so much for your advice. We would very much like you to be our corporate counsel advisor indefinitely. Are you able to do this? Please let me know.


Thank you!!



Thank you so much for the positive rating! I appreciate having had the opportunity to serve you! If I can be of assistance to you in the future, just look me up and I will be happy to help!

I will be happy to help you with any issues you have going forward. Just specify that you want your questions answered by "SeekingtoRenderAid" and the question will be directed to me. I appreciate your confidence in me and look forward to working with you going forward.