My wife and I are separating. She wants out of the S-Corp. Will filing a new statement of information with myself as the sole shareholder, Director, President and Treasurer be all I need to do? What about a transfer of her shares?
As long as there's only one shareholder, it's ok for there to be one person who is the president, secretary, and sole director. You need a lawyer to prepare the documents for you.
You should have minutes of the Board accepting her resignation as a board member, and an officer in corp. This assumes that she is an officer and a board member.
The corporation should redeem her shares with a redemption agreement. See a business attorney to properly document these transactions.
Phillip M. Smith Jr.
Los Angeles Tax & Business Attorney
Call: 323-292-4116 or 562-505-1004
THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is [email protected]
Yes, it is possible to have a one person corporation in California. You want to make sure you follow the requirements of your Bylaws and it is great that you know about filing an updated Statement of Information.
The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
Yes, in addtion to the great answers offered by the previous attorneys, I would remind you that you have family law issues, corporate issues and tax issues in what you are contemplating, so this would be the time for you to select a good business attorney to assist you in this process.
Shawn Jackson ESQ. (707) 584-4529
Business Development Attorney EMAIL: [email protected]
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The answer is yes, one person who is the owner ( sole owner) of a Corporation either S corp or C corp. can be the sole owne; sole director and all three of the standard officer positions;
Secondly, yes the first and easiest way to have that fact i,.e. sole officer and director (does not address ownership) is filing a new statement of information with the Secretary of States offices.
As far as a transfer of shares, the easiest and least expensive would be for have an assignment document referencing and attaching the share, with it reflecting that your wife , about to be ex-wife , assigns all right , title and interest in and to her shares to you;
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