Hello,
I'm in a bit of a pickle and was hoping that you could help me out. Back in 2009 my partners and I opened a LLC in California and later switched to a S-corp in 2012...in Feb of 2013 we sold the business and need to finalize all state taxes and dissolve the S-corp, but my former partners are refusing to acknowledge any taxes owed and are very uncooperative in dissolving the corp. We were notified by our CPA that the deadline to pay the Unsecured property tax was Sept 3 but no response by my former partners! I do not want to incur the 10% penalty by the state for nonpayment by the due date, since we were a corporation I do not want to be held liable for my former partners neglect to this matter. How should I go about handling this matter?
P.S. our CPA and myself have sent several emails to my former partners to no avail.
Please help!
I'm in a bit of a pickle and was hoping that you could help me out. Back in 2009 my partners and I opened a LLC in California and later switched to a S-corp in 2012...in Feb of 2013 we sold the business and need to finalize all state taxes and dissolve the S-corp, but my former partners are refusing to acknowledge any taxes owed and are very uncooperative in dissolving the corp. We were notified by our CPA that the deadline to pay the Unsecured property tax was Sept 3 but no response by my former partners! I do not want to incur the 10% penalty by the state for nonpayment by the due date, since we were a corporation I do not want to be held liable for my former partners neglect to this matter. How should I go about handling this matter?
P.S. our CPA and myself have sent several emails to my former partners to no avail.
Please help!
Answer :
I guess this is a sort of legal issue. The dissolution of an
S Corp takes the same level of planning and adherence to legal requirements as
forming the corporation. Dissolving your S corp is a necessary step in the
process of winding up your business and ceasing operations of the S corp. As
long as your partners disagrees with your decision to dissolve the corp,the
state law where the corp was formed will govern the options available to you.
Depending on your situation, a shareholder vote may resolve the issue, or you
may have to file a lawsuit to force dissolution. The corporate laws of each
state require that a voluntary dissolution of a corp be approved by the corp's
shareholders. Unless the corp's bylaws or articles of incorporation state
otherwise, state law generally permits dissolution of the corporation on a
simple majority vote. For example, CA law gives shareholders with 50 percent or
more of the voting power the right to dissolve the corporation. Delaware law
also permits dissolution on a majority vote of the shareholders, but first
requires the board of directors to adopt a resolution for dissolution. If you
own 50 percent or more of the shares of your S corp, you should review the laws
of you state for the appropriate…Read more..
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