Skip to main content
Tamara Lynn Harper

Tamara Harper’s Answers

35 total

  • My Brother in law passed away w/o leaving a will. How can my wife help his children to have access to his assets? Probate?

    He has several pieces of property that are in question as well as his bank accounts and insurance/pension benefits.

    Tamara’s Answer

    When someone passes away without a will, it is referred to a passing "intestate" meaning without a will. Depending upon the size of the estate and the assets involved, you will need to file a probate. You will need to be represented by counsel in a probate. Check with your local bar association in the county in which the decedent passed and inquire about a probate attorney referral. This attorney will be able to go over which assets may transfer without probate and which require probate and whether or not there are any summary probate procedures available. If the children are minors, a guardianship may need to be established for purposes of inheriting assets.

    See question 
  • My mother in law passed away 7 months ago and my father inlaw over a month. How long do we wait to be notified of trust assets?

    My mother in law passed away 7 months ago and my father inlaw over a month. How long do we wait to be notified of trust assets?

    Tamara’s Answer

    There is no timeline to wait to be notified of trust assets. If you are the beneficiary, you have rights. I recommend that you seek a consultation with counsel to review the situation. Additionally, you should contact the estate attorney and inquire as to the status of the trust administration. Again, you need to be a beneficiary to have this access to reports and an accounting, for instance. Start with contacting the estate attorney or contacting the trust administrator.

    See question 
  • What is the best form of assett protection? LLC, Trust. I would like my assetts to stay annonimous. Thanks

    I need to keep my assetts protected in case of a suit or?

    Tamara’s Answer

    Asset protection is a complicated area that needs to be reviewed with counsel on a case by case basis. You cannot transfer assets to avoid a judgment or litigation or for SSA or Medicare purposes. Funding your assets into a trust will not afford confidentiality necessarily since anyone can search the grantor/grantee index or obtain a title search report to property and track each transfer e.g. the original house ownership into the trust. Your question really needs to include specifics and the goals that you have in mind discussed with counsel.

    See question 
  • When the small business I work for incorporated last year It was done so giving me the title of corporate secretary.

    I want to resign my position. What steps should I take. Are there legal forms to fill out. Who needs to be officially made aware.

    Tamara’s Answer

    You will need to prepare a letter of resignation keeping in mind the advice from answer no. one. If you are also a shareholder, you will need to transfer your stock shares to the remaining shareholder - sign the back of your stock certificate. Make sure the stock transfer ledger is updated.

    You will need to file a new Statement of Information with the California Secretary of State (no filing fee if amended already filed annual statement) to remove you as the secretary. Make sure that the company performs this function.

    Remove your name from all bank accounts by all walking into the bank together, if you are a signer upon the accounts as well..

    There may be other agreements that you have executed as a surety or given a personal guarantee to such as leases, franchise agreements etc. If this holds true, you will want to speak directly with counsel.

    See question 
  • Removing my name from a corporate

    Greetings, I have a restaurant (corporation, Inc) in California which I want to dissolve, but my partner, the president of the Inc likes to hold on to the business but have agreed for me to remove my name from the corporation. There are only tw...

    Tamara’s Answer

    You will need to resign an corporate officer and Board member, as appropriate (no form, just a letter dated and signed).

    You will need to transfer your stock shares to the remaining shareholder - sign the back of your stock certificate. Make sure the stock transfer ledger is updated.

    You will need to file a new Statement of Information with the California Secretary of State (no filing fee if amended already filed annual statement) to remove you as officer, board of director and registered agent for service of process, as appropriate.

    Remove your name from all bank accounts by all walking into the bank together.

    There may be other agreements that you have executed as a surety or given a personal guarantee to such as leases, franchise agreements etc. If this holds true, you will want to speak directly with counsel.

    See question 
  • Can I rescind shares and remove and officer of an S-Corp?

    I brought a friend into my S-Corp, transferred 50% of my shares to her and made her President. I am the CEO & the only director with the remaining 50%. The agreement is horrible, in short it simply says I agree to transfer 50% of my shares t...

    Tamara’s Answer

    Once a shareholder has been issued shares, they cannot be simply taken away. The shareholders vote in the board of directors each year at the annual meeting and the board serves at the pleasure of the shareholders. The board of directors must ratify and approve new stock issuance (if authorized stock shares need to be increased in order to do this, shareholder approval is required). The terms of your shareholder's agreement, or buy sell agreement, will dictate the terms of a buy out of this shareholder.

    A breach of an employment agreement does not authorize the stock shares being cancelled. You will need to buy out her interest(s). If you issue more stock, you will need to do so for consideration e.g. if you have added additional capital to the corporation.

    Officers serve at the pleasure of the Board of Directors (in other words the Board appoints them annually). However, shareholder's vote in the Board members annually. Since you both hold the corporation 50% - 50% you may have an impass that will require court intervention or you'll need to buy out her interests.

    You have a complicated situation that requires the advice of counsel.

    See question 
  • Who controls issuing shares for an C-Corp?

    I am the only director of an S-Corp and the CEO. I transferred 50% of my shares to a friend in consideration for her service as president. She is not performing and has not in 4 months. I need to regain control of my corporation. As the only...

    Tamara’s Answer

    Once a shareholder has been issued shares, they cannot be simply taken away. The shareholders vote in the board of directors each year at the annual meeting and the board serves at the pleasure of the shareholders. The board of directors must ratify and approve new stock issuance (if authorized stock shares need to be increased in order to do this, shareholder approval is required). The terms of your shareholder's agreement, or buy sell agreement, will dictate the terms of a buy out of this shareholder.

    A breach of an employment agreement does not authorize the stock shares being cancelled. You will need to buy out her interest(s). If you issue more stock, you will need to do so for consideration e.g. if you have added additional capital to the corporation.

    You have a complicated situation that requires the advice of counsel.

    See question 
  • What are shareholders in a private corporation entitled to?

    Here is the nutshell situation: small private corporation- has an employee who owns 25% in shares... this person very slowly began to take out of context what it meant to be the "shareholder" vaulting himself into owner/manager...

    Tamara’s Answer

    I would first recommend that you locate and have an attorney review your corporate records book to make sure that everything is current, in order and you are in compliance with all corporate governance required from your state. Generally, you are required to have an annual meeting of the shareholders and of the board of directors each year and document the same via minutes. There are notice provisions that are contained withni your Bylaws that you need to follow. The shareholders will vote in the Board of Directors and in turn the Board of Directors appoint the officers. As a minority shareholder that you are having difficulties with, you may need to review your options with counsel under your shareholder agreement buy sell agreement about buying out this shareholder. The shareholder may share in the profits and losses of the corporation based upon the percentage of shares owned and if the Board of Directors declares a dividend. The shareholder owns a portion of the stock shares of the corporation only. Only the Officers of the corporation run the day to day business and are upon the bank accounts etc. the shareholder has no authority to enter into any contracts or expenditures.

    See question 
  • Do we need a lawyer for my mothers death without a will?

    My sister is on her bank account and there is no will but we the three sisters all agree on everything

    Tamara’s Answer

    When someone passes without a will it is referred to as an intestate estate. Depending upon the value and the nature of the assets of the estate, you may need to file for a probate and may qualify for a summary probate. I recommend that you seek the advise of counsel in the county in which your mom passed. There may even be a legal aid center in the local courthouse that can assist you. Probate is tricky and complicated and generally requires an attorney. Please accept my condolences for your loss.

    See question 
  • What if the lawyer pass away and we need to find out if there is a copy of trust (will).

    what if the lawyer pass away and we need to find out if there is a copy of trust (will).

    Tamara’s Answer

    When a lawyer passes away in California, the State Bar of California has specific notification procedures and rules and regulations. You may contact the State Bar of California and advise them of your situation. You may also contact or go online to the Ventura County Superior Court (presuming the Attorney passed in Ventura County) and type in the name to determine if a probate has been filed. If it has, you will need to contact the estate representative or his/her attorney. They will be able to get the files to you.

    See question