Would an original business agreement be nullified if it is converted to an LLC with a different company name, but still the same business? Should we sign a new agreement with this new company name.
Wrongful Death Attorney
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It depends on the language contained in the original business agreement. Normally controlling business agreements should be updated when major changes to a business (such as the entity status or ownership) occur. This way, all documents are current and this avoids a judgment creditor from raising issues allowing him/her or it to pierce the corporate veil or to allege an alter ego theory. Contact a qualified lawyer in your city today to get the update or amendment done!
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Jon Mitchell "Mitch" Jackson
Jackson & Wilson, Inc.
Contracts / Agreements Lawyer
STANDARD DISCLAIMER -- I'm not your attorney, and this isn't legal advice. Also, from your question I'm not sure whether you are asking about a name change or a statutory conversion of the LLC into a new entity.
That said, you've two things to investigate. One is whether the agreement or contract addresses the result of a name change or conversion. I can't help you with that, as I haven't reviewed teh document.
Two is whether a statute addresses the result of the name change. A name change should not cause issue. As to statutory conversions, most states, including Georgia, where I practice, have statutes that state all contracts, agreements, etc. remain in place after the conversion of the LLC to another entity.
My best advice -- check with a local business/corporate lawyer.
P.S. Some local governments (cities, counties, townships) may require you to get a new business license or amend your existing business license.
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Estate Planning Attorney
Converting a business from one form (S corporation) to another form (LLC) can be a taxable event for tax purposes. You really need to check with a qualified attorney to assist you in any business conversion. Merely changing the name, but not the form of a business, on the other hand, is typically not a taxable event.