I have a startup (LLC) where I've given equity to some advisers. They haven't done much at all. Can I form a new company (maybe an S corp), though essentially the same, in order to clear the cap table and start fresh?
First of all a Sub-Chapter s Corp is the worst form of corporate structure there is. You cannot do what you have stated or you will buy yourself a lawsuit, among other problems. You really need to retain an experienced IN corporate litigation attorney to represent you in this matter. THIS IS NOT LEGAL ADVICE! YOU NEED TO SPEAK TO AN ATTORNEY WHO IS LICENSED IN YOUR STATE FOR LEGAL ADVICE. This is merely suggestions for you to think about in discussing your situation with the local attorney.
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The business and assets of the existing Corporation belong to that corporation and you cannot simply form a new corporation and transfer the existing Corporation's assets to the new company without incurring significant liability. You should consult with an experienced Corporate Attorney to assess your current corporate structure and problems to seek a lawful approach to the issues that concern you.
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A; No, not the way you have the question posed. The issue will be the actions that the other shareholders may take to stop you. You should consult with a business attorney who can evaluate and analyze the particulars of your case and advise you accordingly.
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