I am an independent accountant,I signed as incorporator in article of organization for my client to helping them for created the new business. How will I withdraw after their incoporating, do I carry liability for their firm in the furture?
Typically the incorporator resigns once the directors are name, and no, you aren't the one who's supposed to be the insurer.
This LLC needs it's own lawyer and insurer.
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The extent of your involvement is an issue. Another issue is potential unauthorized practice of law.
I am not your lawyer unless we enter into an engagement agreement in writing. This is only general information. It is NOT legal advice, and it may not work for your specific situation. I strongly encourage you to consult with a local lawyer to get legal advice and help with your specific situation at your earliest convenience. I am licensed to practice law in Arizona.
First, when you incorporated the business you have taken a lot of liability. Not simply as the incorporator, but because you are acting as a lawyer in setting up the business. You're going to be responsible for making sure the business is correctly set up, there are appropriate buy sell agreements, etc. I would advise you that in the future not to incorporate businesses or form LLC's. You should leave this to a good tax and business attorney. Further I suggest that you have your clients get a good tax and business attorney to prepare the correct bylaws and resolutions, including your resolution as the incorporator and probably initial director.
I hope this helps!
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A non-lawyer drafting Articles of Incorporation is engaged in unauthorized practice of law. Most incorporator resign upon incorporation. Look through materials came with the corporate KIT, and you should find some form included there that you can use to resign. The comments contained herein are for general informational purposes only and may not be construed as rendering legal, tax or accounting advices. For specific advice, always consult your adviser. Good luck. Zaher Fallahi, Estate Planning and Tax Attorney, CPA, MBA, MS.
While you should take heed of the warnings against acting as an incorporator, to answer your question an incorporator signs an Incorporator's Statement that names the initial Directors of the Corporation and then resigns as incorporator. That should be done immediately after forming the corporation and certainly before the corporation takes any action or engages in any business. Assuming the incorporator resigns before any action is taken, there is no exposure to any liability.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.
A proper and legally sufficient notice to the Members/Owners should suffice. I recommend that you speak with a business/contracts attorney as soon as possible to get out from under this potential anvil before it drops on you like the Coyote in the Road Runner cartoons. Hope this is helpful. Peace and wellness, Mike Troncellito
This is not legal advice and no attorney client relationship is created by any information provided here.
Assuming the incorporator resigns before any action is taken, there is no exposure to any liability
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