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According to the IRS, if there's a change in ownership or if the Corporation becomes subsidiary of a Corporation, you have to get a new EIN. What happens when you have a stock acquisition? The parent/holding company acquires the stocks of another...
If Company A is the parent, it presumably has its own EIN. If Company B is a corporation it presumably has its own EIN. The change in ownership of Company B should not require a change in its EIN. If it continues to file tax returns it will do so under its EIN. If Company A decided to treat Company B not as a subsidiary but rather decides to merge Company B into Company A leaving a single surviving company, Company A's EIN should still be viable, though the IRS might require a new one.
You begin by saying hat the IRS says a new EIN is necessary, but then you say that all you read says no new EIN is necessary. I would trust what you read, including IRS publications. One cannot rely on advice from IRS offices. Based on what you have said, I see no rational basis for a new EINSee question
I am starting up a business in the psychology / mental health field. This business will involve mentors and clients with disabilities. Sometimes, the mentors will give the clients advice. What kind of paperwork will I need to acquire / requirem...
First you need a business lawyer to set up your entity. You might choose to be a professional corporation, if all persons involved are licensed mental health practitioners, or you can be a simple LLC. Everyone you have join your company who is providing any type of mental health service, must be licensed in Virginia. You are talking about mentoring. If a mentor is on the order of a coach providing encouragement to the disabled client and helping him or her find solutions, you may be able to dispense with licensure of that person or those persons.
You must have adequate professional liability insurance for anyone dealing with clients. You may find it less expensive to have one master policy for everyone than requiring each professional to carry his or her own.
I have a client in Virginia who is also in mental health, albeit with a different focus. One thing we have learned is that you should make all persons employees. Avoid treating anyone as an independent contractor. The IRS and DOL have clamped down in that area and you will find it much less expensive in the long run simply to make all workers employees. Whether you provide benefits or not is a separate decision.
Setting up your mental health operation is not materially different from setting up any other business. You should determine whether Prince William County has an particular business license requirements applicable to your organization. A simple call to the county offices will answer that question.
In sum, you need an experienced business lawyer. You need to make sure that anyone who is providing any type of mental health counseling is fully licensed (and run background checks on everyone in the organization). You need to make sure you have adequate insurance coverage for the work of your employees, including malpractice coverage. Finally, you will have the usual ministerial requirements--identifying an accountant, setting up payroll, etc.See question
We signed our purchase agreement and sent it to the title company. The seller then wanted to cross a line off the agreement and all parties initialed. The original version stated all counter offers needed to be written on a new purchase agreement.
Mr. O'Leary has provided a definitive answer for your state. I think the line that the seller wanted to cross off and which you all initialed is more in the nature of an amendment, not a counteroffer. That is the parties had an agreement. The seller asked to amend that agreement and you agreed. All initialed. I think in most, if not all states, under traditional common law principles the agreement should be fully valid and enforceable.See question
A group of partners is looking to form a business related to creating cryptocurrency assets. What kind of legal help is available to this group?
The formation of the business is the easy part. Any attorney who regularly creates corporations or LLCs can help you with formation, governance etc. The cryptocurrency space is generally unregulated, but it is a growing arena. Bitcoin was the first but others have followed. Although I think most business attorneys could work through this issue with some research, the best choice would be an experience business attorney who has either worked through the legal issues related to cryptocurrency before or who is very familiar with the use of cryptocurrency.See question
We have started one business as LLP/LP with one general partner in NJ. The general partner intend to leave due to personal reasons (no disputes or litigation) we established another entity as a LLC. Now we want to add the LLC as the GP in the LLP ...
I suggest you take the following steps: (1) have the current general partner assign his entire partnership interest to the new LLC, which will now serve as the general. If such an assignment requires approval of the limited partners, have them sign off. (2) have the limited partners and the general partner ratify an amendment to the partnership agreement which identifies the new general partner. This assumes, of course, that the partnership agreement does not have alternate provisions for such change. I would have all limited partners sign or at least ratify the assignment by the general partner as well as the amendment to the partnership agreement. The former may not be necessary, but I think it wise.
I understand the current GP is in NJ. Is the partnership registered in NJ as a limited liability partnership? As log as everyone is on board this should be very simple. The primary question may be what consideration the new LLC/GP will pay the old GP for his interest.See question
Hi, I am living in Los Angeles, and I want to set up a LLC to receive commissions from a company in Florida for my sales generated overseas (I sales their items overseas and they pay me the commissions). I want to know for my case, where should I ...
My answer would be "none of these." You cannot set up in Florida absent a presence there. Nevada and Delaware allow non resident companies to register. I favor Delaware as they have been doing this a long time and their government agencies treat incorporation like a real business at reasonable costs.
I have organized companies in California and just find it a hassle. I would much rather organize in DE and register in CA as a foreign company if you are doing business there. You may have to register as a foreign company in CA, since you live there. However, since all of the work is done outside of CA you might be able to avoid that registration which is at least $800 annually. Registration in DE is $90 plus an annual fee of $350. There is no income tax on the company's profits as long as you are not operating in DE. FL has no personal income tax (LLC profits flow to you individually) and you are not doing business in FL so you should not have to register there. FL is not a good place for LLCs as in recent years one or more Florida courts has "pierced the veil" of single member LLCs. Moreover, there is no reason to organize in FL in any way if you are not doing business there. I hope your agreement with the other company provides for a location for any dispute resolution.
In sum, I suggest registering in DE and if necessary registering as a foreign entity in CA, though you may be able to avoid that depending on the nature of your actual activities in CA.
With an LLC all profits and losses go to you directly.See question
We are buying a retail business with property. My husband will run business. First 7 to 10 years we might not make any money because we are paying money for goodwill or key and for property. we also want to protect our house if something happen i...
I suggest that you have it both ways. Create an LLC for the business since it is a family business. Then elect to be taxed as an S corp. You can operate your business with the flexibility of a limited liability company, but you can enjoy the tax benefits of an S corp. There are a few restrictions on S corps, e.g., no foreign investors, limited number of members, etc. However, it sounds like none of those will be issues for you.
I would advise you to retain a lawyer. Many folks register their own LLC's but that does not really address tax and other issues like successorship and the like.See question
Here is my plan and situation: I currently have an LLC in Ohio, and we provide services (project design + installation) in ohio and plan to provide the service in few other states. My ultimate goal is to end the service based business model...
There are a few options for you. I have a strong preference for Delaware because the state allows simple conversion of an LLC to a corporation and they provide extraordinary service across the board. I would suggest registering in Delaware and registering as a foreign entity in California. In my view, California registration and subsequent changes can be a bit of a pain, whereas in Delaware it is extraordinarily simple. Until you have boatloads of income or assets the additional cost to be in DE is an annual fee of $400 plus the cost of a registered agent. I like Harvard Business Services as agent as they are reasonably priced, but other attorneys have other preferences to be sure.
You can certainly reorganize your Ohio LLC in Delaware, then convert the LLC to a corporation with a simple certificate of conversion. Assuming your current company has assets of some value, you can sell the assets to a newly formed Delaware corporation (which will have the same name as the Ohio LLC, so long as no one else is using it). You then dissolve the Ohio LLC. The DE corporation would register in California as a foreign corporation.
I think that is the easiest path. Alternatively, you could merge the Ohio LLC with the Delaware LLC, but I think you will find that requires more documents and will likely be more costly. I have used the first process I described before with a Texas LLC converting to a Delaware corporation.
You should have counsel for this project. You should have some type of sale agreement where the DE corporation purchases the assets of the LLC in exchange for stock in the DE corporation. Then you need to dissolve the Ohio LLC.
In sum, form your DE corporation, sell the assets of the Ohio company to the DE corporation, dissolve the Ohio LLC, then register, when the time comes, as a foreign corporation in California. If the LLC has no assets, or if the net value of the assets are less than $0, you could simply dissolve the Ohio LLC, distribute whatever assets the company has to yourself, then create the DE corporation and deposit the assets as a contribution to capital. Just be certain with your accountant that there will be no negative tax consequences from distributing those assets to yourself. This last avenue is the simplest of all.See question
I just started a small catering company and share space in a commercial kitchen where I prepare my food in Maryland. Most events and drop offs are done in Washington D.C. as this is where most of my clients are. I have a "vanity address" in Wash...
Since you operate in Maryland and it is the "nerve center" of your business, you should register the LLC in Maryland. Given that you are doing a large amount of business in DC, it would be prudent to register as a foreign company in DC. Among other things, you may have to file a tax return in both jurisdictions. As to the catering license, contact the DC Bureau of Consumer Affairs (dcra.dc.gov) with regard to the District. It appears a license is required, but that agency can guide you clearly. In Maryland contact the State Department of Assessments and Taxation (http://commerce.maryland.gov/start/licensing). I highly suspect you will need a license in both jurisdictions.
In sum, register the business in Maryland (also at the website for the Maryland State Department of Assessments and Taxation), register as a foreign entity in DC, and call the offices in the two jurisdictions regarding the licensing of your business.
Although you can register an LLC on line in MD by yourself, I strongly suggest you seek assistance from a lawyer. There are some tax and other issues that are not addressed when doing it yourself.See question
By this I mean what if an entire population, for whatever reason, decided to only purchase products from one company? The company doesn't apply monopolistic tactics or aggressive business practices attempts towards any competition, people just dec...
This is one of the more interesting questions I have seen on Avvo. If consumers voluntarily patronize your business to the exclusion of your competitors because they like your service, your product, or you yourself, then becoming a monopoly may not be an issue at all. On the other hand if you were lowballing prices or doing things to really undercut your competition, you could cross the line. The law prohibits activities in restraint of trade.
You may not fall under the banner of federal antitrust law unless you are engaged in interstate commerce, which could be as simple as buying supplies from another state. However, your state may have parallel laws.
The policy opposing monopolies is to prohibit one company to reach a point where it essentially monopolizes the market and precludes competitors from having a fair shake at the market. If you are doing business as you always have and some external factors outside your control are driving customers to your door, you should be safe. Just be certain that you are not unfairly driving them away from competitors. Assuming that is the case, congratulations for providing such a desirable product and/or service.See question