Louis Robert Dienes's Answers

If someone sued my corporation for damages, cant I just liquidate the corporation and re-form a new one?

I agree with the other answers, but would add that shutting down the corporation and restarting as a new corporation solely to avoid paying a judgment has a high prospect of exposing the directors, officers and shareholders to personal liability for fraud.

1 lawyer agreed with this answer

Small Claims Venue Issue - P lives in Cali; D (ChexSystems) Corporate Offices in Minnesota. Can I file locally?

You should probably restate your question to include your comment. In any event, it seems that ChexSystems is doing business in Orange County where you are located and alleged damages have occured or are occuring, so you should be able to file in Orange County. I would use both the name on their letterhead and the name as it appears on the Secretary of State's website. They may be different parties.

How do you dispose of a trademark of a non-profit when the non-profit is shutting down?

The other posts are correct as to the non-profit's successor having rights to the trademark or the proceeds of its sale to a third party. The mechanics of transferring a trademark are straight forward. 1. A written transfer agreement is advisable. 2. The associated goodwill must be acquired with the trademark. The trademark has no existence separate from the associated good will. 3. Assuming the trademark is registered, the transfer agreement should be filed with the Patent and...

LLC, taxed as a C-corporation, enters into partnership with a sole-proprietorship.

The tax classificaiton of the LLC does not change as a result of the LLC entering into a partnership.

What is my personal liability when owning stock in a CA S-Corp

Shareholders are not personally responsible for the liabilities of a corporation, absent special circumstances such as co-mingling personal and corporate assets, intentionally undercapitalizing the corporation for its foreseeable business or fraud, which may lead to the corporation's liability shield being disregarded. However, directors, officers and other responsible persons can be held responsible for unpaid payroll taxes if the corporation cannot pay its debts. An officer manager who...

How can I find out who the owner of a Corporation or an LLC is in California

If the company filed a Form D "Notice of Exempt Offering of Securities" with the SEC when issuing securities you MIGHT find some information on owners in the SEC's online database at sec.edgar.gov. You will not find information on owners on the California Secretary of State's website.

I am incorporated in NV but located in CA. How do I get a permit to do business in CA. Do I need to file something with CA SOS?

You need to file a Statement and Designation of Foreign Corporation. See http://www.sos.ca.gov/business/corp/pdf/foreign.... You will need to provide a certificate of good standing from Nevada along with the filing. See https://nvsos.gov/index.aspx?page=4

Taxable Transaction or corporate reorganization?

There is no transfer of the the stock for tax purposes and no taxable transaction unless you elect that the LLC be taxed as a corporation.

A partner is leaving an S-corp, which is supposed to be a non-profit.

A corporation cannot be both an s-corp and a non-profit, so something is wrong here. A properly filed s-corp election will result in the shareholders being taxed on corporate income at the individual level, with no corporate income tax. A non-profit corporation does not pay income taxes. Ordinarily, a corporation's limited liability shields the shareholders from personal liability, except where facts exist that permit a court to "pierce the veil" and hold shareholders personally liable....

Is it legal for a corporation by majority shareholder vote to reduce the company stock value by 50% to generate more capital?

Maybe. If the directors faithfully discharged their duties of loyalty and care and believed within their business judgment that raising capital at a lower valuation was in the best interests of the company's equity holders, yes. If the directors or a majority of equity holders engaged in self dealing, selling stock to themselves at "sweetheart prices" or otherwise using the offering to oppress or defraud the minority equity holders, there may be a claim for breach of fiduciary duties....