Andrew Richard Edward Gale’s Answers

Andrew Richard Edward Gale

Orange Corporate / Incorporation Lawyer.

Contributor Level 9
  1. Can a family run corporation fire a member of a corporation

    Answered almost 2 years ago.

    1. Michael Charles Doland
    2. Andrew Richard Edward Gale
    3. Robert V Cornish Jr.
    4. Mahyar Ghassemian
    4 lawyer answers

    I agree with the comments of Mr. Doland and Mr. Cornish. It can come as quite a shock to the person who was terminated, but there is no prohibition in a "family-run" corporation setting for board of directors to terminate a family member employee from their job. As a general principle, there is no legal requirement to provide for the “terms” of the firing. There is also no legal requirement to provide 28 days to move personal effects from the business. All of the employees of the corporation...

    10 lawyers agreed with this answer

  2. Partnership Agreement Vs Shares

    Answered almost 2 years ago.

    1. Michael Charles Doland
    2. Andrew Richard Edward Gale
    3. Phillip Monroe Smith
    4. Edward Zaryl Kotkin
    4 lawyer answers

    You may draft such an agreement between the shareholders. Also, a typical agreement would cover many others items such as what happens to our shares if one of us were to die, become disabled, divorced. What happens if we want to sell our shares? This requires the help of an experienced business attorney to walk you through the issues. Only then will anyone be in a position to quote you a price for the work to be done for you. Good luck!

    8 lawyers agreed with this answer

  3. Setting up a Corporation

    Answered almost 2 years ago.

    1. Michael Charles Doland
    2. Michael Raymond Daymude
    3. Andrew Richard Edward Gale
    3 lawyer answers

    I agree with everything Mr. Doland outlined, but I think your question is focusing on the S corporation being the member of the LLC rather than the LLC being a shareholder of the S corporation. In the case of the corporation being the managing member of the LLC, I lean towards the S corporation. The selection of S or C is a tax question best answered by your CPA. I hope this was helpful.

    7 lawyers agreed with this answer

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  4. Is it grand larceny, fraud, or embezzlement for owner incorporated business, for owner to have business pay personal expenses?

    Answered about 2 years ago.

    1. Andrew Richard Edward Gale
    2. Christopher Michael Larson
    3. Curtis Lamar Harrington Jr
    3 lawyer answers

    A helpful and proper answer would require the input from lawyers who specialize in corporations, tax, and family law with an accountant thrown in for good measure. And, then of course, it all depends on more facts. Is it legal for a stock holder to have the business pay mortgage, vehicle payments, fuel, misc. expenses, utility hook ups, bonuses, business credit cards as personal? Per the IRS, business expenses are the cost of carrying on a trade or business. These expenses are usually...

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  5. How to dissolve suspended corp?

    Answered almost 2 years ago.

    1. Andrew Richard Edward Gale
    2. Andrew John Contiguglia
    3. Michael Charles Doland
    4. Bruce Allan Wilson
    5. Arthur Henry Skola
    5 lawyer answers

    In California, dissolution of the corporation can be started by the shareholders making an “election” to dissolve the corporation. The election can be made by “written consent” of the shareholders. The election can also be made by a formal vote of the shareholders at a meeting of the shareholders. The vote or written consent will need to be made by at least 50% of the outstanding shares of the corporation. If there were no shares issued, the board of directors could make the election. If...

    6 lawyers agreed with this answer

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  6. The company I work for is a 50/50 partnership. The partners do not see eye to eye and will not agree to buy each other out. One

    Answered almost 2 years ago.

    1. Yefim Rubinov
    2. Andrew Richard Edward Gale
    3. Michael David Siegel
    4. Robert John Murillo
    5. Gustav Lloyd Schmidt
    5 lawyer answers

    Though you have stated your question rather succinctly, this can be a very complicated and expensive problem for the partners to work out. My first piece of advice is that the partners both seek a trusted third-party that they can both go have confidence in to help them resolve their difficulties. A qualified business attorney or business mediator would be such a person. The general rule is that the partners are obligated to carry out the business with a highest good faith toward each other....

    8 lawyers agreed with this answer

  7. I live in California and plan to move to NY. Should I incorporate in DE or NY?

    Answered almost 2 years ago.

    1. Michael Charles Doland
    2. Andrew Richard Edward Gale
    3. Mark Joseph Guay
    3 lawyer answers

    Unfortunately, you are not in the minority when it comes to not liking tax laws in the state of California. Double unfortunately, you cannot avoid the tax man in the state of California by simply forming your corporation in another state or by moving for that matter. The state of California is going to tax you on the corporate business activities that generate income in the state. If you either form your corporation as domestic to California or as a foreign corporation doing business in...

    6 lawyers agreed with this answer

  8. I'm a 1/3 shareholder in a CA Inc. Can the other 2 members, a husb & wife, ask me to return my shares & resign from the board?

    Answered almost 2 years ago.

    1. Phillip Monroe Smith
    2. Michael Charles Doland
    3. Andrew Richard Edward Gale
    3 lawyer answers

    I agree with Mr. Smith. Once the shares have been issued to you, the corporation has no right to take them from you or force a repurchase. The only exception to this general rule is if the shares were issued as part of a shareholder agreement that had a provision permitting the corporation (or other shareholders) to repurchase the shares in the event of a specific set of circumstances coming to pass. The type of thing is normally addressed in an agreement referred to as a “shareholder agreement”...

    5 lawyers agreed with this answer

  9. Can I abandon a suspended CA corporation and leave suspended forever?

    Answered almost 2 years ago.

    1. Andrew Richard Edward Gale
    2. Justin C. Lowenthal
    3. Steven Halbert Wilhelm
    4. Michael Charles Doland
    5. Ruth Ryan-Cruz
    5 lawyer answers

    What will happen if I leave the corporation permanently suspended? I believe that the state of California will ultimately revoke the status of the Corporation and it will cease to exist. Will it continue to accumulate $800 per year forever? Until the status of the corporation is permanently revoked, it will continue to accumulate the minimum franchise tax fee of $800.00 per year. Am I personally liable for the taxes? As the other attorneys already explained, in general, you are...

    4 lawyers agreed with this answer

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  10. How do we add a shareholder, ie - a Director of Operations, to our S-Corp? I am the President and, and my husband is the VP.

    Answered almost 2 years ago.

    1. John Michael Goralka
    2. Andrew Richard Edward Gale
    3. Michael Charles Doland
    3 lawyer answers

    Your first stop should be a meeting with your corporate attorney so you can be clear on what you want to do and understand all of the ramifications of your decisions. There may be unanticipated consequences, not the least of which is how you get rid of the new guy if things do not work out. Your question states that you want to add a shareholder which is another owner. You do that by selling the new owner shares in the corporation. The sale would be approved by a meeting of the...

    6 lawyers agreed with this answer