Skip to main content
Joseph Michael Wallin

Joseph Wallin’s Answers

2 total

  • Can a WA business entity be both an LLC and A C corp at the same time?

    I have heard two CPAs recently recommend that a business entity be both an LLC and a C corporation at the same time. The expressed rationalle is that since the IRS does not recognize the LLC formation, by being both, you can get the benefits of e...

    Joseph’s Answer

    You can be an LLC for state law and a C corporation for federal income tax purposes. The LLC is a state law entity; the entity's federal tax classification is a matter of federal tax law. If you form a state law LLC, you can check the box to be taxed as a corporation and then you would be taxed as a C corporation, but you would be an LLC for state law purposes.

    See question 
  • 50% owner of s-corp. My partner agrees to walk away and give my his 50%. What do we need to do to make this a legal transaction?

    He has taken on another job. I do 100% of the work and should be entited to 100% of the profit. He has agreed, but we do not know what to do next to make this a legal transfer of shares from him to me.

    Joseph’s Answer

    You need to have him execute a stock assignment of his shares to you. You would want this stock assignment to include some representations and warranties from him to you, such as -- he owns the shares, hasn't sold them to someone else, etc. But it can be a short document. You may also want that document to include a release of claims, in which he releases you from any claims on the business--such as claims for unpaid salaries or similar amounts. It won't take long for a lawyer to assist you with this, but you should find a lawyer who can help you.

    See question