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Bruce W Mccullough

Bruce Mccullough’s Answers

6 total

  • Can we avoid franchise taxes in DE for a recently incorporated c corp by dissolving it right away?

    We recently (late 2015) established a corporation in Delaware with ten million authorized shares at a par value of 0.0001. On the DE State's website, it shows that we owe 6500 dollars in franchise taxes. We do not understand where this is coming f...

    Bruce’s Answer

    You could file a Certificate of Amendment and reduce the number of shares to one million.

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  • What agreements do we need for a 2-member/owner Delaware LLC (operating out of NYC)?

    Do we need both an operating agreement and a shareholders' agreement in order to properly form our LLC and layout vesting/equity rules? Our generic operating agreement discusses ownership %s, but we want to set up vesting appropriately, so should...

    Bruce’s Answer

    An LLC needs an Operating Agreement. Shareholders' Agreements are for corporations. LLCs have members and corporations have shareholders. You know where I am going with Partnership Agreements--they are for partnerships.

    VC investors tend to prefer a corporate structure rather than an LLC because ownership of shares of stock is better understood than ownership of membership percentage in an LLC. A corporation also lets you establish both common and preferred shares of stock. A Stock Purchase Agreement with a vesting provision would let you set the terms for the price and timing of stock purchase and vesting.

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  • Virtual Office for an LLC in Delaware

    I live in Canada , and I own an online company , we are doing more business with the US than Canada ( 70/30) . I already registered an LLC in Delaware ( through a registered agent) . My question is if I can use a virtual office with mail forwa...

    Bruce’s Answer

    You have to have a registered agent with a physical address in Delaware, so you will continue to have to pay for that service. You do not have to use this address for anything else, however, and do not necessarily need a Delaware address (physical or virtual) to conduct business.

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  • Want to open a startup business in Delaware, how much would I spend?

    Hi, I'm an italian guy living in south america. I am a computer programmer and I want to open my online business in the US (I was recommended to open it in Delaware). My question is pretty straightforward, what would be the approximate registratio...

    Bruce’s Answer

    For Delaware incorporation or LLC formation, $1,500 can cover legal and filing fees. On an ongoing basis, expect $500/yr. in registered agent and Delaware franchise tax fees. This assumes a fairly standard setup. Something with complicated ownership and share vesting agreements, for example, would cost more.

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  • I'm seeking an independent professional advisor in the DE, 19720 area and/or surrounding for a Structure settlement transfer.

    Prefer free consultation, furthermore I'm required to obtain independent professional advice regarding the legal, tax and financial implications of my Structure settlement payment transfer.

    Bruce’s Answer

    You can search on Avvo for attorneys in your geographic and subject matter areas. I have experience with meeting with clients to discuss transfer of structured settlements and preparing independent professional advice letters.

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  • Annual State Tax Fees for having a corporation in Delaware. I own two years plus any penalties. Can I get rid of them?

    I want to close the company but somehow get out of these annual fees. What can I do? Someone told me the State won't let you close the company without paying those fees? Is an assignment for the benefit of creditors possible. It has no assets....

    Bruce’s Answer

    For formal dissolution, the annual franchise fees and any taxes to Delaware must be brought up to date and the annual Franchise Tax Reports must be filed. In addition, the fee for filing a Certificate of Dissolution is $204.

    The Div. of Corporations will administratively dissolve the company after 3 years of non-payment of the annual franchise tax. If there are no creditors you may want to just let it happen that way but, of course, there is more risk than with formal dissolution.

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