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Michael Thomas Stanczyk

Michael Stanczyk’s Answers

15 total


  • Incorporated as an LLC

    in 2010. . . didn't elect to be taxed as an S-Corp with dividends. Now want to do this, is it possible? or should I just incorporate again as an S-Corp. If it's possible, how? Is it true that an S-corp can avoid some of the self employment...

    Michael’s Answer

    It is possible. I agree with the earlier responders that you should check with your accountant to determine the optimal time to make the filing. She or he can also let you know if it would be more or less beneficial for you to pay the self employment tax or the payroll tax. Click the link below for a summary.

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  • We signed contract to buy short sell house, seller and listing agent have defaulted on several issues. Do we have any recourse?

    They accepted our offer but failed to deliver required forms in timely fashion. They have stretched this out until contract dates are expiring. Our agent sent extension to them after we signed and they signed but crossed out date and entered new...

    Michael’s Answer

    I agree with the earlier responses. The company holding the mortgage is the one with the leverage, and I envision your contract speaks to that. Also generally contracts such as this do not make time of the essence, which seems to be what you want. You need to find a local attorney.

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  • In which States other than DE and IN can you start an LLC without registering Members and Managers?

    Delaware and Indiana do not require the registration of the managers or member. Are there any other States that do not require names from public search?

    Michael’s Answer

    Check out Nevada and Wyoming, they provide a level of anonymity for members/managers which is what I believe you are seeking. I'm not, however, positive about what you mean by "registering". There are also many nations in the Caribbean (and elsewhere in the world) which allow equity holders to remain anonymous to certain degrees. Any of the foregoing won't change your requirement to remit taxes to the IRS and to any state to which they may be due.

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  • Do I have a Case, I would like to sue another corporation we had a loan through.

    The corporation I would like to sue, we had a loan through, we were up for renewal, several things occurred, and we ended up being insulted by one of the said company's employees. We asked for a letter of apology, they refused. We stated that we ...

    Michael’s Answer

    If you have any causes of action, it doesn't sound like they would arise from their refusal to apologize to you or even the loan - although you'll need to sit down with a business litigator to verify. There are, in general, causes of action relating to interference with business relations/contracts, defamation and some others that may or may not be applicable here. Have you lost any work/contracts because of it? If not, you probably can't recover much, but again have a local attorney evaluate the situation.

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  • How do you buy a defunct business to secure their contact list, logo, brand from a deceased business owner? From the State?

    Business is defunct Owner has passed Unaware if the decedent left an estate

    Michael’s Answer

    Your first move should be to call/email/mail the phone numbers and addresses you can find for the business in the public records. If you find out that in fact the owner has passed and cannot get in touch with anyone in his family or business circle, then you should look to get the estate documents from the applicable surrogate court. You may or may not need an attorney to locate everything, but you should get one in any event to at least assist you in conducting the purchase of the assets, especially if its out of an estate.

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  • Business Partners dispute

    Recently, the relationship between my business partner and I has gone bad. Awhile ago, he took out all the money from the bank account, claiming that was his shares. We did not set up a contract at the beginning, and there wasn't a systematic book...

    Michael’s Answer

    Determining whether or not you have a viable cause of action (it sounds like you may have a cause of action - but that doesn't mean its necessarily worth pursing) will depend on many factors you haven't listed. Sit down with a commercial litigator. Some questions she/he will ask you are what was the agreement/relationship with your partner? Did you put any cash or goods into the partnership? Assuming you had an agreement, not having anything in writing was a bad move on your part.

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  • Im the owner of a small c corp (salesman getting homecare refferals),how do i pay myself at the end of year,w2 or 1099?

    what the pros vs cons with w2 or 1099

    Michael’s Answer

    Unless you have a legitimate reason for having your company taxed as a C-corp, then you need to look at why you are not choosing to be taxed as a disregarded entity (S-corp or LLC), which is usually the desired set up for an entity with a single owner. Contact an accountant or tax/corporate attorney.

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  • How/where can I get a lawyer to go over a business contract for a joint venture? I have never experienced this before.

    Hi, I am a web designer and knowledgeable with internet marketing, etc. I recently agreed to be a partner on a business venture (software firm) with a substantial percentage of the business given to me in exchange for my expertise. Now, while I am...

    Michael’s Answer

    This website is a great resource for you to find competent attorney. Some startup attorneys can delay their fees or give you a discount. Here's a piece on joint ventures generally that may help -

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  • Is it better to form an S-Corp or a LLC if I plan to give an investor 5-10% of the business?

    I'm trying to decide between forming an S-Corp, LLC, or a LLC with the S-Corp election. If I give an investor 10% of my business, is it true that I would have to pay him 10% of profits with an S-Corp but with a LLC I don't necessarily have to pay...

    Michael’s Answer

    Just as a general point - prior to investment, investors (at least institutional investors) will usually require that you are set up as a c-corp, not an LLC or s-corp. Of course you can always break the s-election from your s-corp prior to investment. As one example, institutional investors are wary of Unrelated Business Taxable Income which they can receive through an LLC. While LLCs are gaining popularity at a fast rate (with good reason), and have been used to take investment, it usually is through a blocker corporation - so not directly into the LLC. The comments about profits distribution above are all spot on.

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  • Want to rent a house in New York State. Lease states we have to pay up to $150 of minor repairs. What is law in NY State?

    We are against it, what can we do? Can we negotiate a lower amount, say first $50? When we questioned that clause in the lease, we were told tenant usually pays for minor repairs and to think of it "like looking at it as an insurance deductible"...

    Michael’s Answer

    I agree with the above comment. Note that the the majority of the terms of a lease are entirely negotiable between the landlord and yourself, whether the landlord wants to consider a revised provision in the lease is another story however. Only certain issues fall back on the "law" of the State. The provisions of leases vary by area and by landlords (and their attorneys), and are usually driven by landlord's past experiences. Here it sounds as if the landlord doesn't want to be bothered with minor repairs/maintenance anymore. If you desire you can propose an alternative arrangement with the landlord, either yourself or the recommended approach through a real estate attorney.

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