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Business FORMATION ATTORNEYS -- ITT
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Date: November 15th, 2017 3:49 PM Author: Bright boltzmann Who are decent attys/firms to hire for biz formation? Not looking to break the bank here but need help converting a DE LLC to a C Corp. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694296) |
Date: November 15th, 2017 3:56 PM Author: Bright boltzmann (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694364) |
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Date: November 15th, 2017 3:57 PM Author: Azure filthpig really tough guy What state are you in? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694384) |
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Date: November 15th, 2017 4:01 PM Author: Bright boltzmann west coast. this is for a DE corp though. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34694417) |
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Date: November 20th, 2017 6:04 PM Author: Bright boltzmann (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734369) |
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Date: November 20th, 2017 6:42 PM Author: Azure filthpig really tough guy Are you a member of the ACC?
They have local chapters you can ask anonymous questions to. It's 180. |
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Date: November 20th, 2017 6:56 PM Author: Bright boltzmann cant take the risk that my anonymous q isnt actually anonymous, and i'm outted. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734784) |
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Date: November 20th, 2017 6:46 PM Author: Azure filthpig really tough guy Post a burner and I'll send you to the guy I would use. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734718) |
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Date: November 20th, 2017 6:56 PM Author: Bright boltzmann do you know how to do this stuff yourself? just need some guidance... (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734780) |
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Date: November 20th, 2017 7:03 PM Author: Talking pocket flask theater stage use CT corp or some similar paralegal service (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734828) |
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Date: November 20th, 2017 7:05 PM Author: Mewling national this (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734835) |
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Date: November 20th, 2017 7:08 PM Author: Bright boltzmann i think im overthinking this - i keep worrying about tax consequences of doing the transfer. do we need to finalize the LLC company agreement before doing the transfer? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34734850) |
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Date: November 20th, 2017 7:48 PM Author: Azure filthpig really tough guy It's easy as fuck. The only thing to worry about are tax consequences or any issues that could pop up from the specific ownership structure. |
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Date: November 20th, 2017 7:51 PM Author: Bright boltzmann right now we dont have an LLC company agreement but have a verbal agreement that the equity will be split 5 ways (first level split amongst founders, and then their shares will be diluted slightly for the first 3 employees plus option pool). should i have the LLC company agreement signed before converting the entity? if so, is it sufficient to only do the first level equity split (ie, founders) and save the rest of the split until after we convert? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735148) |
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Date: November 20th, 2017 7:59 PM Author: Azure filthpig really tough guy First thing first, get a simple written operating agreement in place ASAP just in case shit hits the fan while you are getting this all figured out.
Then draft draft the new articles / bylaws for the new Corp on your own. Nothing you want to do is unusual and you should be able to take everything you need from documents you can find with google.
Consult with a tax lawyer before pulling the trigger. |
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Date: November 20th, 2017 8:03 PM Author: Bright boltzmann should the operating agreement have the full dilution for all 5 folks plus the 20% option pool? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735237) |
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Date: November 20th, 2017 8:11 PM Author: Azure filthpig really tough guy Yeah. Include it there generally. Say that the members intend to have a corporation formed before that happens, but that if the transition has not happened by then, it will be handled as follows...... (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735275) |
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Date: November 20th, 2017 8:15 PM Author: Bright boltzmann can you include an option pool in an LLC? how do you account for that? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735291) |
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Date: November 20th, 2017 8:19 PM Author: Azure filthpig really tough guy Just describe it generally in plane language. You're overthinking this. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735314) |
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Date: November 20th, 2017 8:23 PM Author: Bright boltzmann a tax advisor just emailed me and said its usually easier to just form a new entity rather than do a conversion. is this true? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735331) |
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Date: November 20th, 2017 8:26 PM Author: Azure filthpig really tough guy Yeah.
Just form a new corporation and merge the LLC into it. |
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Date: November 20th, 2017 8:50 PM Author: Bright boltzmann but i wont get to keep my name then, right? isnt there tax implicatiions with a merger? (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735513) |
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Date: November 20th, 2017 8:53 PM Author: Azure filthpig really tough guy You just need the LLC to write a letter to the DE secretary of state telling them that it gives the Corp the right to use the same name.
No tax implications with the merger. It's the same as if you had converted it.
What you want to avoid in order to avoid tax complications is corming the Corp and then transfering the assets of the LLC over to the Corp without any merger happening. |
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Date: November 20th, 2017 8:30 PM Author: Azure filthpig really tough guy Form the new corp and then file this. https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20DE%20Corp(Surv)09.pdf
(STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANY INTO A DOMESTIC CORPORATION) |
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Date: November 20th, 2017 7:52 PM Author: chocolate very tactful messiness tank Consult tax people if you are worried about the tax consequences (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735153) |
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Date: November 20th, 2017 7:54 PM Author: Bright boltzmann no one will call me back!!! ive tried calling like 5 places. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735172) |
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Date: November 20th, 2017 8:24 PM Author: Big area incel if you need to hire a lawyer to do that you're either getting a huge kickback for doing no work or are a legit retard. cpas and regular morons set companies up daily. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735334) |
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Date: November 20th, 2017 8:51 PM Author: Bright boltzmann yes but im not used to the ownership structure etc (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735520) |
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Date: November 20th, 2017 9:04 PM Author: Azure filthpig really tough guy When you're dealing with legit startups and the company is going to be giving out equity to employees or bringing in new investors, it gets complicated as fuck. (http://www.autoadmit.com/thread.php?thread_id=3798332&forum_id=2#34735583) |