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Brian Arnett Lebrecht

Brian Lebrecht’s Answers

24 total

  • Does the same S corporation shareholder agreement have to be used for all shareholders? If not, can the shareholders...

    Does the same S corporation shareholder agreement have to be used for all shareholders? If not, can the shareholders agreement stipulate that the stock can only be sold or transfered to existing shareholders?

    Brian’s Answer

    My colleague is right in terms of what "should" be the case (all shareholders get the same agreement). However, you raise an interesting theoretical question. It is very common for some shareholders (major shareholders, VC's, officers and directors) to be party to a shareholders agreement, while minority shareholders are not. But I have never had a client with 2 different shareholder agreements. However, I don't see why you couldn't, depending on who the parties are.

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  • Is it possible for a S corporation to issue a fractional share of stock in the form of a stock certificate?

    Is it possible for a S corporation to issue a fractional share of stock in the form of a stock certificate?

    Brian’s Answer

    Unless your Articles or Bylaws say otherwise, you can issue fractional shares.

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  • If corporations in Delaware are not required to pay income tax, does that mean they only pay tax in the state of operation?

    I just learned that incorporating in the state of Delaware has many advantages including the advantage of not being required to pay corporate income tax. So for example, I want to start a NY consulting business, isn't it better for me to incorpor...

    Brian’s Answer

    Some states without an income tax, instead have a franchise tax. For your purposes, either way, its a tax. Delaware's franchise tax can be quite large, depending on your capital structure, and then on top of that you will have an income/franchise tax in the state(s) in which you do business.

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  • If a California corporation only has two owners do they both have to be listed in the Statement of Information?

    The corporation only has two owners of stock. The stock is divided 50/50. Do both owners have to be listed as either director or officer in the Statement of Information filed with the state?

    Brian’s Answer

    No, in fact neither owner has to be listed on the Statement of Information simply by virtue of the fact that they are owners. Officers and directors, who may or may not be owners, are listed.

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  • I am 10 percent shareholder in s-corp. Can president who is 80 percent shareholder reduce my pay and benefits.

    President does not allow shareholders to look at books and has not changed any other waste producing prectices within firm.

    Brian’s Answer

    Yes. Your positioni as a shareholder (while entitling you to certain rights, as outlined by colleagues) is completely separate from your role as an employee.

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  • If a company is owned fifty fifty by two people and one owner wants a director removed what happens

    that is it

    Brian’s Answer

    You have stumbled onto one of the huge disadvantages of a 50/50 owned corporation. You might try hiring a mediator to help resolve the deadlock. Otherwise, your only option is to go to court and ask the court to break the deadlock (probably after court ordered mediation). By the way, this may have been preventable with a shareholders agreement.

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  • Can you have two corporation in the same fisical address doing the same business.

    Or you can change the DBA and keep the same corporation

    Brian’s Answer

    Yes, you can. There are no limits on the number of corporations that can share the same address. However, it may prove confusing, and if you were ever to get into a situation where you are trying to defend your corporate shield, it may work to your disadvantage.

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  • CAN I REPRESENT MY CORPORATION PRO SE

    MY SMALL CORPORATION OWNS A PROPERTY, WE NEED TO EVICT A TENANT, I AM THE PRESIDENT OF CORP, DO I NEED TO HIRE AN ATTORNEY OR COULD I FILE PRO SE?

    Brian’s Answer

    Unfortunately, one of the downsides to using a corporation is that a corporation cannot represent itself in court. I wonder, and maybe some of my colleagues can chime in on this, if there is a way to work around this with language in your form lease agreement, such as an assignment of the lease to you individually for the purpose of legal proceedings.

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  • What is a legal alternative to "Inc.,Co., or Corp" for a company that wants an identifier, but isn't ready to be incorporated?

    I'm trying to register a domain name, but my name includes "inc" in the title. I don't want to register the name then find out I can't use it or my company name due to legal issues.

    Brian’s Answer

    "Company" can often be used by sole proprietorships, and corporations, but check with your home state. Alternatives are to leave the identifier out of the domain name, or register the domain name with and without the identifier, then "redirect" one to the other when you have it figured out. You might consider forming your corporation now, it sounds like you are closer than you think.

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  • Any way to register foreign corporation in TX after 2 years of operating in TX without paying penalties to TX Sec. of State?

    Brought foreign (out of state) corporation to TX (commercial moving company that moves people across the country); maintained out of state filings and in good status there; am now wanting to transfer corp. to TX without paying penalties for time I...

    Brian’s Answer

    • Selected as best answer

    I agree with my colleague in that you need to involve both the litigation attorney, and local Texas corporate counsel. When moving a corporation from one state to another, I usually form a new corporation in the new state, and then do a merger of the old corp into the new corp. This maintains continuity of the corporate entity (rather than sever the old and start the new one from scratch), and may be a way to work around the penalties you describe. I don't know enough facts to actually advise you, and as my disclaimer states, this is not legal advice, but that is an option to consider with your legal counsel.

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