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John P Corrigan

John Corrigan’s Answers

3,199 total


  • How to revoke my signature on the LLC Operating agreement while it was not signed by other partners?

    I'm the organizer of an LLC, I've filed Articles of organisation to VA state with my name and signature on it. First plan was that the LLC will have 5 partners - me and 4 overseas partners. We've drafted Operating agreement with equal distributi...

    John’s Answer

    Simply adopt a plan of liquidation by yourself as 100% member and file Articles of Dissolution with the Secretary of State to terminate the LLC and then send copy to the "prospective" members informing them that the LLC has been dissolved.

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  • There are three shareholders in my s corp We all started the company 10 years ago at the same time and dissolved it at the end o

    There are three shareholders in my s corp We all started the company 10 years ago at the same time and dissolved it at the end of december. But we use different accountants, one of the accountants ask me the purchase date and the disposed dat...

    John’s Answer

    If you formally dissolved the corporation (liquidation is what follows) then that is a legal filing with the secretary of state in which case the filing would have a date which is the date your shares were redeemed. However, this transaction would not go on Form 4797 as that would be for the disposition of the corporate assets reportable by the S-corp and flow to you on your K-1 as a pass-through item. The basis in your stock is a different concept which is a cumulative calculation looking at what you put into the company (at inception) for your shares of stock when issued, plus any further capital contributions made during the years plus any allocated income (on K-1) that was not distributed to you MINUS any return of capital/distributions to you and any allocated losses (on K-1) over the years. The accountant who prepared the S-Corp tax return (Form 1120S) should be able to provide such information to you about your basis in the shares.

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  • Hello I have a non compete section within my contract, if that's been breached is it realistically enforceable in civil court?

    The section in reference is a "non compete" basically stating that the individual can't leave from our company within a year and go somewhere else within that time frame with our system on how we rum things.

    John’s Answer

    An attorney would need to read the provision in question as well as understand whether you have essentially absconded and used the intellectual property of your former employer. Did you sign any other agreement commonly called an NDA or Confidentiality Agreement whereby you represented you would not use your employer's confidential information such as the "system" to which you refer? An employer has a right to protect itself if time and money is invested in an employee to use a system that is not publicly available. You better sit with an attorney and determine the extent of your liability (if any).

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  • Do I need an international tax attorney?

    To help my brother maintain his business I lent him over $500,000 U.S. Now, he wants to pay me. He lives in Quito, Ecuador. I have Theae I owe you s, (letras de cambio) with his signature, date of lending and amount. Would a bank to bank transfer ...

    John’s Answer

    The concern (if audited) would be proving whether it was in fact a loan being repaid vs, a gift from a foreign person which would be reportable on IRS From 3520 since over $100,000
    (see link - http://www.irs.gov/Businesses/Gifts-from-Foreign-Person). If IRS argued it was a gift then the penalties for not reporting are steep as you will see in the enclosed link.

    However, assuming you can prove it was a loan (is there a promissory note evidencing a debt or some other written evidence?) then you need to charge interest on a debt and if you do not then the IRS "imputes" interest on the debt so that you will have some taxable income to report as interest income on your US tax return.

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  • My father passed without a will. His wife is executor & he has a home in NC I'm interested buying her out of. How do that?

    The home still has a mortgage that I am willing to assume. I'm just wondering by what guidelines would I buy her out since she's entitled to half his estate

    John’s Answer

    Even though your Dad died intestate (term for without a will) that does not mean the Texas intestacy laws apply here. The reason being that there are other laws which can override the intestacy laws - one example would be an asset (like a home) held in joint name with rights of survivorship. You need to see what the deed to the property states as your step=mom may own 100% not 50%. If the home was held as tenants in common (not joint) with step-mom then you may be entitled to a 25% share (50% x 50%) as she would won 50% outright and half of the remainder that would pass under the intestacy laws. Best to get the document in fist and go see a Texas probate attorney or real estate attorney to tell you definitively if you have any rights whatsoever and, if so, to what degree.

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  • We are an LLC that oversees a mobile app. Do we have to submit foreign qualification taxes in every state our app is used in?

    We have no physical location, and do no physical business. Everything we do is virtual. Our LLC is based in Delaware however. Our app lists bars people can go to at night (similar to Yelp or Yellowpages). If we have Los Angeles, San Fransisco and ...

    John’s Answer

    A very complicated area that is beyond the scope of AVVO. Here is a solid article that will give you some insight as to what is ever evolving at the state and federal level in this particular technical are referred to as "Nexus" as well as "Amazon Laws"
    http://www.allbusiness.com/state-tax-nexus-its-not-just-about-physical-presence-16658298-1.html

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  • In the case of fraud, can I sue both the LLC, and the owner of the company?

    is that what I should do?

    John’s Answer

    Yes you could sue owners with an allegation of fraud on their part personally in addition to the LLC. LLC Members in all states are not protected personally for their own intentional wrongdoing such as fraud. Whether you could prove fraud (as compared to negligence on part of member) is a key issue and best to meet with local attorney to review the specific actions/evidence you allege are fraudulent but may not be considered so under OH law.

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  • Help to structure a LLC when it will hold multiple unrelated patents and also non-patentable products.

    A group of us have a few provisional patents for unrelated inventions. We want to form a LLC and transfer the patens to this LLC. We then want to start seeking funding to build up these different products. We also want to add more patented ideas a...

    John’s Answer

    the first thing sis "yes" to the exposures you are asking about if all patents are held by one company and a claim arises with respect to one of the patents it is the owner (and all of its assets) that is exposed therefore better to separate different business risks in different entities so that if one blows up the other assets are not exposed. Also fo0r co-investment opportunities where one investor wants an interest in just one patent whereas others might like the basket approach can be achieved with a parent subsidiary structure (series LLC in certain states makes this easy). Another approach if it was investors liking the all patent basket idea is to own all patents in the parent company but then "license" the right to use and exploit individual patents to separate LLC's established to create a business with one individual patent. This way the patent itself gets protected as against the business operation risk the LLC is exposed to when using the patent in commerce with third parties.

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  • As a co signer am I still responsible for any rent after my 1 year lease agreement I

    I co signed for my nephews apartment 1year lease agreement the month before his lease was up I called the landlord to let them know that I won't be signing another lease. I also asked about my lease obligation and I was told that I wouldn't be res...

    John’s Answer

    All depends on the written lease and, specifically, the provision which bound you and how it bound you. It could have said your obligation is solely for the initial term (preferable) or it could have said the initial term including any extensions thereto (bad for you). The lease may have provided/contemplated an automatic month-to-month lease (as an extension to the lease) therefore whether or not your obligation survives longer than expected will be determined by the answers to the issues I raised here.

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  • Home address for Small Business LLC

    If I use my home address as the business address for my small business, will it be a target if there is any litigation involving my business ?

    John’s Answer

    Is possible but not merely due to the selection of the address. An LLC is distinct from its owner (called a member) therefore providing the shield from creditors of the business from you (and your assets) personally. However, this separation (which you desire) between the two can be undone depending on how you actually conduct the administrative and financial affairs of the LLC vs. your personal affairs. In other words, if you use the LLC bank account as your personal bank account and you do not adhere to proper governance protocols (e.g. corporate minutes, how you sign contracts, etc.) then the distinction between the LLC and you personally can be lost therefore allowing a LLC creditor to go after you personally under the legal theory known as "piercing the corporate veil."

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