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Old 09-08-2013, 11:58 AM
 
5,640 posts, read 14,432,282 times
Reputation: 2742

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Quote:
Originally Posted by 20yrsinBranson View Post
Not that much, we have 3 of them. I think the filing fee is $125, and whatever your attorney charges you if you don't "do it yourself".

20yrsinBranson
What kind of attorney do I look for? Small business attorney?
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Old 09-08-2013, 02:28 PM
 
529 posts, read 640,116 times
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Is there any value in your Dad's C Corp?

If there is no value, form a new MS company.

If yes, then you will need to evalue the pro and con and cost.

Rules of thumb are
1. Protect wealth(if you have any) with multiple entities
2. Shield youself and your welth against liability.

Let's say you have one mil.
You setup a Doss1 WY LLC with that one mil with your dad(two plus is better than one person LLC).
Now you and your dad's personal liability is shield against Doss1 WY LLC(one mil).

Next, form a One-Dollar MS LLC or C Corp.

You will be hired by One-Dollar MS LLC or C Corp.
One-Dollar MS LLC or C Corp will be doing all the business.
One-Dollar MS LLC or C Corp will be borrowing money from Doss1 WY LLC for working capital.

If One-Dollar MS LLC or C Corp has any liability, Doss1 WY LLC will be the first in line to collect.






Quote:
Originally Posted by doss1 View Post
Hey all,
I just moved from Texas to St. Louis and want to provide my services to the local area. Some questions:

Notes:

I currently have a corporation (my dad is listed as owner).

1.) We want to transfer the ownership from my dad to myself. How do I do this?

2.) Should I keep the entity as a corporation or should I convert to an LLC? The only person that will own and work for the company will be myself.

3.) I also would like to change the company name.


Thanks!
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Old 09-08-2013, 03:25 PM
 
5,640 posts, read 14,432,282 times
Reputation: 2742
Quote:
Originally Posted by k81689 View Post
Is there any value in your Dad's C Corp?

If there is no value, form a new MS company.
Any value? Nope. I want to start over. What's a "MS" Company?
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Old 09-08-2013, 03:32 PM
 
Location: Tyler, TX
16,369 posts, read 19,258,478 times
Reputation: 8773
New state... New owner... New name... No value in current company...

This seems like a no brainer. Create your new company and start doing business. I don't understand why you want to inject the hassle and potential legal issues into the situation. Start clean.

Quote:
Originally Posted by k81689 View Post
Let's say you have one mil.
You setup a Doss1 WY LLC with that one mil with your dad(two plus is better than one person LLC).
Now you and your dad's personal liability is shield against Doss1 WY LLC(one mil).

Next, form a One-Dollar MS LLC or C Corp.

You will be hired by One-Dollar MS LLC or C Corp.
One-Dollar MS LLC or C Corp will be doing all the business.
One-Dollar MS LLC or C Corp will be borrowing money from Doss1 WY LLC for working capital.

If One-Dollar MS LLC or C Corp has any liability, Doss1 WY LLC will be the first in line to collect.
I *love* this setup.
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Old 09-09-2013, 09:58 PM
 
Location: SW Missouri
15,849 posts, read 31,796,848 times
Reputation: 22481
Quote:
Originally Posted by doss1 View Post
What kind of attorney do I look for? Small business attorney?
It depends. You can seek out a "corporate" attorney, but the paperwork is pretty simple/basic. Chances are any attorney can do it for you. I'd find a guy who is a sole practitioner, who has a small practice and give him a call. It will be less expensive than going to a big corporate law firm.

20yrsinBranson
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Old 09-27-2013, 04:02 PM
 
3,269 posts, read 3,033,048 times
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Why don't you just form the LLC yourself? The attorney will charge you a bundle of money. Just go to: www.sos.mo.gov/business/corporations
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Old 09-27-2013, 10:03 PM
 
9,470 posts, read 6,254,958 times
Reputation: 2169
Quote:
Originally Posted by doss1 View Post
Hey all,
I just moved from Texas to St. Louis and want to provide my services to the local area. Some questions:

Notes:

I currently have a corporation (my dad is listed as owner).

1.) We want to transfer the ownership from my dad to myself. How do I do this?

2.) Should I keep the entity as a corporation or should I convert to an LLC? The only person that will own and work for the company will be myself.

3.) I also would like to change the company name.


Thanks!
1. You don't 'transfer' ownership of a corporation. You transfer stock in the corporation. The corporation is the entity, you own the parts sold to you. First, GET AN ACCOUNTANT. Your dad can sell you his shares and you become the owner, but there are many considerations, both legal as it concerns securities and, and for tax reasons the transfer may have tax implications for one or both of you.

2. There's almost no reason to have a 1 person LLC. Once you get 2 or more, LLC's open a wide array of operational and financial options that don't exist for a corporation. So, incorporate, "C", not "S".

3. Not all that hard. You can register a trade name to operate as for your corporation.

An example of why you use an LLC:

I just moved across the country. My business was incorporated. I owned and ran it. But, it was locality based, and I could not take it with me. So, we liquidated the corporation ( declared the physical assets worth nothing... they actually were expensed when bought, so they have no value on the books) and started operating the business as an LLC. This LLC is owned by me, but now operated by someone else.

I created a shell corp that owns the LLC - and I own the corp. The LLC pays a set lease payment to my corp. Whatever profits are left after that go to the OTHER party - who is also a corporation (and has a tiny slice of ownership). Can't do that with a corp. A corporation MUST pay profits as dividends to the owners in proportion to the ownership. An LLC can distribute profits any old way it wants.

My shell corp owns my cars, it owns my house. I sold the house under contract. The corp "profits" from the income - except that operations of the corporation spend it and it's written off. My wife and I are officers of the corp. So, the vehicles are corporate provided and her education is largely paid by the corp as one of the "benefits" of the corp.

My self employment is actually operations of the corporation, using corporate assets. "profits" are used to pay "benefits" (education, housing, vehicles and their expenses, cell phones...). The corporation gets paid for the work I do under contract.

There are pitfalls. I'm currently 'enjoying' a month long vacation while my corporation gets registered as a foreign corporation in another state, so I can get a license from that state to do something there. The paperwork is exasperatingly obtuse.

What's the point of all this?

I can do this and pay 1.5k a year income taxes. Or, I can not do this, and pay several times that. When you gotta work your butt off for every dollar, then every dollar counts.
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