Questions and Professional Answers

• Corporate documents

  What is a certified copy of a corporate resolution if no corporate seal exists. ( a sub-S corp ). ie, what makes it certified?

  • Re: Corporate documents

    The corporate secretary can certify the document. A corporate seal isn't necessary (Civil Code 1629) but can still be used. They are inexpensive to order.

    David Pearson
    Law Offices of David S Pearson
    48 Kingston Pl
    Walnut Creek, CA 94597

• Corporate Bankrupcy

  I need to file for corporate bankrupcy - my corporation is small - under a $ 1million a year in revenues.I signe a personal guarantee for a business loan and would like to put my home in a trust; it is the majority of my net worth and I would like to protect it. How can I do that and who would I contact for a corporate bankrupcy?

  • Re: Corporate Bankrupcy

    You've got some serious problems. Such transfer would risk being held as a fraud on creditors, if it was part of the assets your pledged in your guarantee. Sort that out before doing anything else. Consult with local bankruptcy specialist attorneys.

    Terry A. Nelson
    Nelson & Lawless
    2134 Main St., #130
    Huntington Beach, CA 92648

• corporate

  My husband and I are in a buisness with 2 other couples. All 6 of us had to sign the ''notes'' from the bank. The 3 men are the only names on the Corporate name . So ''TRM'' (the corporate name) is doing buisness (BDA) Sammy's Pizza. If there were a divorce between on of the couples, would the ex-wife be entiled to her 1/2 of the husbands share, or is he proctected by the corporation?

  • Re: corporate

    Although the interest/ownership is likely Marital Property, actual stock ownership would be govered by corp documents such as a Buy-SEll agreement. These issues can be complicated.I have 25 years experience in Business + Corporate law.

    David Anderson
    Mahoney Anderson LLC
    P.O. Box 44504
    Eden Prairie, MN 55344

  • Re: corporate

    More details are needed for a solid answer; but from what you provided it is likely that a court would deem the share of the business a marital asset subject to division between the husband and wife. This does not necessarily mean that the wife actually gets a share of the business but rather that she gets that value as part of the property division. The 3 couples should negotiate a buy-sell agreement that prevents someone aquiring shares in a way they do not want. The ex-spouse may still get equal value via other assets, but it can stop that ex-spouse from becoming a part owner.Please e-mail me if you have further questions.

    Steven Vatndal
    Law Office of Steven J. Vatndal
    600 South Second St.; P.O. Box 3047
    Mankato, MN 56002-3047

  • Re: corporate

    Thank you for your question. This issue comes up often in my practice.The simple answer to your question is that the husband's interest in the corporation is a marital asset, and can be valued and divided by the court in a divorce proceeding. The husband does not derive and "protection" from the corportation. In fact, it is precisely the opposite. His interest in the corporation is ordinarily expressed in shares of stock. That stock is a marital asset in a divorce. Valuing that asset may be a difficult matter, however. It depends on whether there is a buy-sell agreement between the various stock holders, among other things. Moreover, if the husband is uniquely important to the operation of the business (the law calls this a "key man"), that will also affect the valuation of his stock interest. If you are concerned about the possibility of a divorce between one of the couples with an interest in the business, I would suggest the corporation do so advance planning with a buy sell agreement, among other things. Feel free to contact me if you have additional questions. My contact information is below.

    John Jesperson
    Minnesota Lawyers - Jesperson Law Offices
    5200 Willson Road, Suite 150
    Edina, MN 55424

• Corporate Trustee

  I need to chose a ''corporate trustee'' to act as trustee for a trust of which I am beneficiary. What is a corporate trustee? Am I limited to strangers or might someone I know suit this need? What is the criteria to quality?Thank you for your assistance.

  • Re: Corporate Trustee

    A corporate trustee is a company who is in the business of being a trustee. Typically a corporate trustee is a bank or trust company. The trustee is not an individual, but a corporation or similar entity.This means that unless you are already acquainted with a bank trust officer or similar individual, you cannot chose someone you already know.

    Susan Burns
    Law Office of Susan Ford Burns
    1406 SE 12th Ave.
    Portland, OR 97214-3605

• adversary case

  i have filed an adversary case under my name and our corporate name. I have received notice that only an attorney can represent a corporation. Can I just remove the corporate name wven though, in the creditors section of the bankruptcy case only the corporate name is listed?

  • Re: adversary case

    If only the corporation is owed money, then only the corporation has standing to file an adversary.Do you know how to practice law and are you familiar with the bankruptcy code and procedures? If not, you would be wise to hire an attorney. You can find youself sanctioned if you take certain missteps.

    Rochelle Guznack
    Law Offices of Rochelle E. Guznack, PLLC
    16325 Homer
    Plymouth, MI 48170

  • Re: adversary case

    If the corporation is the party in interest, i.e., the party that actually has the claim against the debtor, then the corporation has to be listed, and you'll need to retain a lawyer. Otherwise, if you use a different person or an individual who doesn't have standing to bring the suit, it could be dismissed on that basis alone.However, you could have the corporation "assign" its interest in the lawsuit/debt over to an individual, who would then have standing to pursue the suit.If you decide to retain a lawyer to assist you, please contact me.Thanks.

    Audra Arndt
    Audra A. Arndt & Associates, PLLC
    6689 Orchard Lake Road #284
    West Bloomfield, MI 48322

• Corporate Income

  I am the only signer/sharholder/owner of a C corporation that typically grosses about $2000 in income per year, and operates at a net loss after expenses. I've never filed a corporate tax return in the 3 yrs since this corporation was set up. The corporation does have a bank account with me as the only person who can access the account. No dividends have been disbursed due to the limited amt of income this corporation generates.Q: Can corporate income(either gross income or net income)passed thru this C corporation be used to determine the amt of child support I'd personally owe? Can it be used to determine spousal support?Q: Ive been requested to provide at a deposition ''any corporate records I have an interest in.'' Must I disclose the corporate bank statements? Are there ways to avoid or decline doing so?

  • Re: Corporate Income

    You are part of a corporation, but you don't have a lawyer in your divorce case? Lawyers who file Form Interrogatories routinely ask questions that are legally objectionable. But if you don't serve written objections to the interrogatories within a certain number of days, you waive the objections and you have to answer. This presupposes you know what the objections are. This is why you need a lawyer, otherwise you will be chopped, sliced, and diced as far as having to answer the kinds of questions you don't want to answer, either in your responses to interrogatories or at your deposition.

    Michael Stone
    Law Offices of Michael B. Stone 310-776-7500
    3020 Old Ranch Parkway, Suite 300
    Seal Beach, CA 90740

• Liability of a Corporate Officer

  How does one sue a corporate officer (CFO) who uses his personal friendship with you to solicit a $10,000 loan for his company, which is 2 years delinquent in paying back the loan, doesn't respond to you, doesn't answer summons, pretends not to reside where it is legally addressed and which is generally using it's corporate status to avoid responsibility for the debt. We summoned the corporate officerl (pro se) to civil court which threw out the case saying we must sue the corporation. We summoned the corporation via the secretary of state and are waiting to see if the plaintiff will respond or default. We feel that somehow it would be more effective to go after the individual corporate officer who denies any responsibility for having solicited this loan. How can we make this individual accountable, in light of the difficulty in confronting the corporation?

  • Re: Liability of a Corporate Officer

    It would be wise to ask a lawyer in New York if the "loan" might be considered a "corporate security" that falls under federal or New York securities laws. If so, then the lender should have the protection of those laws. And there are serious penalties for violations, which might amount to "securities fraud."

    Gerry Elman
    Elman Technology Law, P.C.
    Intellectual Property & Internet Business Law, PO Box 209
    Swarthmore, PA 19081-0209

• Taxes after a Corporate Dissolution

  Dear Sir/Madam:I would like to inquire your advice as to the following scenario:A piece of land is owned by a California Corporation. The owners of the Corporation intend to sell the land.Prior to selling the land, they intend to dissolve the Corporation.The sale therefore, will be the buyer purchasing from individuals, as opposed to a Corporate Entity.Will the Sellers still have to pay a corporate income tax, and state board tax, if the dissolution of the corporation occured only a month or so before the actual purchase contract was executed?Essentially, the Sellers do not want to get double-taxed -- corporate tax + personal income tax.What would be the best and safest approach to avoiding the corporate tax? And the best approach to dissolution, in this scenario?I look forward to your reply.Thanks!Mike

  • Re: Taxes after a Corporate Dissolution

    Mike, co-counsel is correct. Dissolving a corp is not that easy. What type of corp is it? How many shareholders? Did you do a resolution to sell the property?There are many ways to deal wth your situation and I think our office can be of assistance. If you're in So Cal, I can be reached at the info provided by LawGuru or through one of our firm's websites such as No-Probate.comNamaste,Scott

    Scott Linden
    Scott H. Linden, Esq.
    1510 Cotner Ave
    Los Angeles, CA 90025

  • Re: Taxes after a Corporate Dissolution

    Mike, it isn't that simple. Dissolving a corporation isn't a matter of snapping your fingers, presto-changeo, one moment it's here, the next minute it's forgotten.Shutting down a corporation is a multi-step process, and terminating the "official" existence by filing a certificate of dissolution with the Secretary of State is only a part of the process.A corporation cannot be dissolved voluntarily until its business is completely wound up. See Corporations Code section 1905. Complete winding up of the business of a corporation requires (a) that known debts and liabilities have been paid or adequately provided for as far as the assets permitted, and (b) that the known assets have been distributed to the persons entitled thereto. The corporation must also file or certify that it will when due file a closing tax return.This means the corporation CANNOT be dissolved while it still owns real estate, or for that matter, any other kind of property. Therefore, the corporation MUST transfer the land to someone, preferably the persons entitled to it, or must sell it and distribute the net cash realized, before it can dissolve. The process you describe would not stand up to tax-audit scrutiny.If you wanted to avoid double taxation, this should have been set up as an "S" corporation or an LLC.I suggest consulting a tax specialist (CPA or attorney) to see what is best to do in the circumstances. It may be that there is a way around the double taxation problem, or to reduce its bite, such as a 1031 exchange.

    Bryan Whipple
    Bryan R. R. Whipple, Attorney at Law
    P O Box 318
    Tomales, CA 94971-0318

  • Re: Taxes after a Corporate Dissolution

    Dear Mike:As Mr. Whipple has pointed out, the lawmakers in Sacramento are way ahead in anticpating such matters. Since I do not dabble in the area of taxation, or tax law, you should consult an expert in the tax field, either a tax lawyer, or C.P.A., again following Mr. Whipple's solution.

    Robert L. Bennett
    Law offices of Robert L. Bennett
    2117 N. Baker St.
    Bakersfield, CA 93305

• business owners@ corporate offices responsibilities& liabilities

  My fellow co-owner& fellow corporate officer, who had talked me into taking up in business with him did not perform any corporate acts as he was suppose to,walked out on the business. he left me with back sales tax that i am trying to catch up on. i have invested everything I have. he invested very little and could of help get caught up. Am I the only one liable? It was a 50/50 share ownership.

  • Re: business owners@ corporate offices responsibilities& liabilities

    The corporation is liable for its debts. If it involves obligations like taxes, the state or feds will go after the two of you individually if corporate assets are insufficient. As for other obligations, you can sue him for contribution.

    Frank Rozanc
    Frank J. Rozanc, Esq.
    33145 Vine St., C-33
    Eastlake, OH 44095

• corporate check?

  Why is that when one opens a brokerage account in a corporate name the brokerage firm demands that the funds be drawn on an account that bears the corporate name also?There must be some legal reason that would invalidate the contract or account if the account was funded with a personal check?

  • Re: corporate check?

    Privity of contract. Read your account documents.

    David Anderson
    Mahoney Anderson LLC
    P.O. Box 44504
    Eden Prairie, MN 55344