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Can I reuse my existing s-corp for my new tech startup?

Sarasota, FL |

I have an S-Corp that I started in 2002 and used it for a small retail business. I sold that business in 2006 but kept the S-Corp. Now I have an idea for a tech startup and would like to know if I can just use the existing S-Corp or do I need to create a new entity? I am starting to seek investor funding through AngelList and other equity crowdfunding sites.

Attorney Answers 4

  1. Your S corp is permitted to carry on any lawful business, just be mindful of the limits on the number of shareholders the iRS permits under subchapter S and be mindful not to violate any securities laes in your funding efforts.

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  2. It is perfectly acceptable to make use of your S-corporation which is not currently being used. However, please note that there may be some slight risk in doing so, the level of which is dependent on the prior business and its sale. The main risk would be that any liabilities or obligations which were not sold would follow the new company, however, due to that sale being over seven years ago, if these liabilities have not materialized so far, its probably unlikely that they will.

    Since you sold the business, yet kept the S-corporation, I assume that the sale was structured as an assert sale, which left you an empty corporate shell with no assets. If all of the assets, liabilities, and obligations were transferred as part of the sale, you probably have little to worry about based upon the length of time that has expired, however, if not everything was transferred in the prior sale, those items will remain with the new company. Often its best to just get a fresh start, as the peace of mind in doing so is worth the additional filing fees, however, if you are very confident that nothing remains in the entity, you are probably fine. With that said, if you are unsure, I would contact an attorney and/or form a new entity for the peace of mind.

    This advice is for INFORMATIONAL PURPOSES only and should not be relied upon as legal advice. No attorney-client relationship shall be formed as a result of the answer above.

  3. I echo the comments of Attorney Eastman. While it is possible, you need to make sure the entity is in good standing. This may mean complying with corp filings that have not been made and providing the state with back fees owed.

    If it were I, I would be simply start fresh and I would also make sure an S-Corp makes the most sense moving forward.

    I suggest that you consult with a lawyer in private and discuss your objectives in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.

    Best regards,
    Natoli-Lapin, LLC

    DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed with the law firm of Natoli-Lapin, LLC on the basis of this posting.

  4. There is generally no compelling reason to use an 11 year old entity for a new startup. Investors will have to do due diligence on a very old entity and you will need to make representations and warranties that would be unnecessary for a new entity.

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