Renewing My Old Corporation
I had a sole proprietorship called ex: widgets. It was registered 5 years ago. I got into business with a few friends of mine and in the beginning of incorporating a c corporation we all separated. They dont want anything to do with the business. The incorporation papers were already filed with all four of our signatures on the certified copy, but the partners that i had are no longer involved. Is it still possible for me to use this corporation just under my name without any legal consequences in the future. I am the president of the company. the one who started it from the beginning. What forms do I have to file and how much will it cost?If any![ Edited by COREMEGA2002 on Date 04/19/2004 ]
get releases from all the other partners conveying their stock to you. At the next annual report straighten everything out.
What is they are no where to be found. Left the cuntry. Or just plain dont want to see my beautiful face ever again. LOL
Have them sign an agreement that hands over the stock of the corporation. Remember in your agreement that you have to pay them something for it for it to be a legal transaction even if it is a quarter. Don't forget to record it in your corporate meeting minutes. Also remeber to explain to the ex partners that this will elminate them from any liability that they may have by not signing over the stock. After all If you are majority owner you can make all the bad decisions you want even if they keep their stocks and they still have to share the liability.
If they have left the country or the do not want to see your beautiful face you could probably put out a legal notice in the paper to ensure that you tried to make proper contact with them. This is just a sugestion and you may want to have legal advise so that they can not come after your millions that you make. 8-)
Isn't there a way that i could just remove them, pay a fee and be done with them forever? They have done no work with the business. Its been 4 years. Is there a form that i can fill out that shows the changes i made to the corporate structure.
You are thinking like I was a few years back when all I had was a sole proprietorship. You were the owner and operator of the company.
With a corporation, the ownership and management of the company is separated. The ownership is determined by who owns what sock in the company. To transfer ownership you will need them to transfer their shares of stock to you.
To change the management structure this should be done in your minutes. There is no requirement that it be disclosed until your annual or biannual report is due (depending on your state). It may be likely to report this information early for a small fee. Call your state's secretary of state and ask how you can report a change in secretary, vice pres, etc.
GOOD LUCK
Author Renewing My Old Corporation
COREMEGA2002
You have not provided enough information to make an intellegent answer.(per my opinion) You do have several assorted replies which have some substance certainly.
How far did you get with the corp? Did you issue stock, have you kept the corp active with paying the annual renewal fees, is the corp free of debt -assets and clean?
You might be better off and less costly in leaving the original corp lie dormant and form an entirely new one. I am not
knowledgeable of costs in your state.
We just went through this with my grandson, he had a three year old corp, with another partner, never kept current with the state, or with the paper work,
the partner has long since been gone. Was just simpler, less costly, and cleaner to go with a new one.
There are frequently a couple or more attorneys on this site, who might reply as well?
Hope this helps.
Ozzie
Send a certified letter to everyone's last known address announcing a meeting of the previous members of the company, to dissolve and/or reorganize the corporation. Place an ad in the local newspaper asking that any previous officers of the business contact you by mail regarding the planned meeting. Chances are, no one will contact you if they really don't want to see your face again as you put it. Hold the meeting at the desinated time and place. Record in the minutes of the meeting that you was the only one in attendance and at that meeting you voted to reorganize the company. Place a 2nd ad in the paper that states that you are not responsible for any/and all debts incurred by the previous corporation as of xyz date. Send a 2nd certified letter to the previous incorporators last known address informing them that any stock previous held on the corporation is without any value and to refer any/and all inquiries to the law offices of (your attorney). Give everyone 30 days to reply. Hold a 2nd meeting and name yourself an officer of the corporation. From that point forward know that you have publicly attempted to inform everyone of your activities and you kept minutes of the meeting(s) for which they had ample opportunity to reply and participate. The absolute easiest thing to do, is register a new corporation. You will save yourself a lot of time and aggravation, and won't have to be concerned about anyone ever coming up and claiming that you owe them money because they were a part of your old business. Whatever you decide, ultimately it is always better to consult and attorney, although you can incorporate yourself if you do the research.
It may just be simpler to start a new corporation. I do not see you saving any money over just starting over.
I did not issue any stock , the corp is still active and I have not been paying the anual fees? On the certified copies it states that the corp has 200 par value stocks.
I need advice from the pros. I would love to keep my existing corporation and gain an instant 5 years in business.
COREMEGA
You need see a good corp attorney. ot sounds like even if you continue on with the present corp the corp vail is vulnerable to being broken.
No no no I am not going there. as I started to give you some advise. Just see an attorney, a good corporate attorney. so you do not get buried by the animal you are hoping to protect yourself with. You do not want to go out beating a tiger with a short rope.
Good luck!