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Dana Howard Shultz

Dana Shultz’s Answers

4,129 total


  • Can a dissolved CA corporation sue for money owed?

    I owe a dissolved CA corporation money. They were voluntarily dissolved by owners and not by administrative action like the FTB. I read CA Corp. Code 2010 and it appears that a dissolved corporation can sue. Am I correct, or is there al...

    Dana’s Answer

    Your understanding of the statute that you cited is correct: As part of the winding-up process, a dissolved corporation can bring suit and can be sued.

    (You apparently are somewhat confused in your reference to the FTB, which can take action that leads to the Secretary of State's *suspension* of a corporation but not to its dissolution. It appears that the first answer to this question may share that confusion.)

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  • What to choose between stock purchase and stock option?

    I'm discussing details about stock purchase vs stock option with a startup trying to decide the implications of each one. Looking for legal and fiscal advice.

    Dana’s Answer

    Properly-advised startups typically issue restricted stock rather than options, largely because options entail significant legal, financial and administrative overhead.

    For more information about this issue, please see the post at the link provided below.

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  • Where should we file our business tax renewal for 2016, should it be in the City of Los Angeles? or City of Compton.

    Our business used to be located in Los Angeles CA, but we moved to Compton CA last June 2015.

    Dana’s Answer

    You need to file your business license / tax application in the city where your business is located - i.e., based on the information provided, in Compton.

    It is possible that the nature of your business requires that you obtain one or more business licenses elsewhere, but there is no way to tell whether that is the case from the facts that have been provided.

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  • What can I do if someone else purchases domain name similar to mine, with a "the" prefix? Can I stop them from using it?

    I have recently purchased a domain name with the intention of building a website to offer services on it. Not long after the purchase, a new website comes up with the domain name very similar to mine, using a "THE" prefix. For example, my doma...

    Dana’s Answer

    If you already were using the name on which your domain is based as a trademark or a service mark, then you may be able to take the similar (+ "the") domain from the cybersquatter via ICANN's Uniform Domain Name Dispute Resolution Policy (UDRP). Please see the post at the link provided below.

    If not, then there probably is no low-cost way for you to defeat the cybersquatter.

    Your questions raise issues that are too complex for simple answers on Avvo.

    If this matter is important enough, you should retain a lawyer who is familiar with such matters to advise you.

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  • IRS says if I convert my sole proprietorship to a single mem LLC, I can change the name associated w my EIN to LLCs. Comments?

    The IRS website says "You will not be required to obtain a new EIN if any of the following statements are true.... A new LLC with one owner (single member LLC) is formed under state law, does not choose to be taxed as a corporation or S corporatio...

    Dana’s Answer

    Duplicating the comment I just left with respect to your prior version of this question:

    >>>>

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  • IRS says if I convert my sole proprietorship to a single mem LLC, I can change the name associated w my EIN to LLCs. Comments?

    Regarding the post "Can a sole proprietor in California converts its business to an LLC using the same dba and EIN filed?" I called the IRS and they said that once I have converted my sole proprietorship to a single member LLC, I can change the na...

    Dana’s Answer

    An EIN is not associated with a name - it is associated with an individual or an entity.

    Your sole proprietor EIN is associated with you. It is not associated with, and cannot be used by, your LLC.

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  • Does a California private general corporation need to implement term limits for its directors on the board?

    Does a California private general corporation need to implement term limits for its directors on the board? Can certain directors be given term limits while other directors have lifetime term limits?

    Dana’s Answer

    I agree with Attorney Kelly:
    - Corporations Code Section 301(a) calls for annual election of directors.
    - That section expressly allows for a director term shorter than one year under specified circumstances, but it does not discuss a term longer than one year.
    - Accordingly, I conclude that bylaws cannot permit specification of a term longer than one year, much less a lifetime term.

    Please note, however, that as a practical matter, directors can end up having a term longer than one year, even if a longer term ostensibly is not permitted. For example, assume that, as part of the corporate formation process, directors are appointed by the incorporator or are elected by the shareholders, but after that the shareholders never meet (or sign written consents) to elect directors. Under such a situation, so long as the corporation remains in existence and the directors do not die, the initial directors will remain the corporation's directors.

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  • Can the bylaws contain a provision that does not require directors to be elected at annual meetings?

    >> California General Corporation Law >> 212. (b) The bylaws may contain any provision, not in conflict with law or the articles, for the management of the business and for the conduct of the affairs of the corporation including, but not limite...

    Dana’s Answer

    Your analysis generally is correct: The Corporations Code states that a corporation must hold annual meetings to elect directors, and that provision cannot be overridden by bylaws.

    Please note, though, that Corporations Code Section 158 (link below), and portions of other Sections, address what frequently is called a "statutory close corporation". The close corporation allows shareholders to act like partners, dispensing with the involvement of a board of directors.

    Nowadays, however, few close corporations are formed (i never have formed one) because they still are subject to many of the formalities set forth in the Corporations Code.

    if one wishes to dispense with the board of directors, the easiest approach is to form a limited liability company (LLC) rather than a corporation.

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  • Which types of resolutions require supermajority of votes by shareholders under statelaw?

    which types of resolutions require supermajority of votes by shareholders under statelaw?

    Dana’s Answer

    Am I doing a (law) school assignment for you?

    Corporations Code Section 710(c) (link provided below) states:

    An amendment of the articles or a certificate of determination that includes a supermajority vote requirement shall be approved by at least as large a proportion of the outstanding shares (Section 152) as is required pursuant to that amendment or certificate of determination for the approval of the specified corporate action or actions.

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  • Can i apply to get a seperate EIN number for each DBA?

    I have multiple businesses running in different industries under one Corporate name in California. I use a separate DBA for each one. I understand i can file taxes under 1 EIN number for all DBAs together as they are connected. But, is it possible...

    Dana’s Answer

    My understanding (based on a recent experience working with a client who had a slightly different fact pattern) is that you will *not* be able to obtain a separate EIN for each fictitious business name (DBA) that the corporation is using because:
    - It is the corporation that applies for the EIN. E.g., Line 1 of Form SS-4 is "Legal name of entity" (similarly denoted when applying for an EIN online).
    - You can specify a "trade name" (DBA) on the application. E.g., Line 2 of Form SS-4 (similarly online). However, that trade name is not the applicant.
    - If you apply a second time as the same corporate applicant but with a new trade name, I believe that, instead of a new EIN, you will receive a letter reminding you what the corporation's existing EIN is.

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