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I set up a company in Delaware in 2022, but there was no turnover and now I am trying to close it.
I filed my 2023 and 2024 tax returns in July 2024.
The IRS sent me a penalty of $25,000 for filing late. I filed a request to have the penalty waived, given that I had no business... View More 
The taxes were assessed by Delaware for failure to file annual tax returns and reports. The assessed taxes are owed by a failed start-up.
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answered on Aug 27, 2024
No, shareholders are not liable. Not really.
One of the benefits of corporate structure is the limitation of thÿe company's lability. A shareholder will only be "liable" for corporate income tax up the amount of their investment in the company. That invested part represents... View More
Dear Lawyers,
I would like to create an operational agreement for my LLC. At the moment, I'm an F-1 international student, so I would like to know if you could help me do this. We create websites. In summary, I (founder) and another co-founder (F-1 student as well) are not going to... View More
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answered on Jul 30, 2024
To ensure your LLC is set up correctly and complies with all applicable laws, it's highly recommended to retain an experienced attorney. As F-1 international students, there are specific immigration laws to consider. Direct participation in the operations of the LLC might violate your visa... View More
I'd want to enforce a board of directors regardless of it being an LLC, I'd be incorporating but from what I've read a minor can't form a corporation. I am from overseas but I will file under one of the many services that file for you and have virtual addresses and etc. Sort of... View More
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answered on Aug 13, 2024
It's wonderful to see your entrepreneurial spirit at such a young age! The concerns you're raising are very important, and you're wise to think them through carefully.
There is no law in the State of Delaware against a minor forming an LLC. Also, the general rule in the U.S.... View More
E.g Delaware often mentioned as an offshore location and a business friendly state. Can I avoid being double taxed somehow (legally)? I would gladly pay taxes in the US. If i can't find a solution soon, i have to find another english market, unfortunately.
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answered on Mar 8, 2024
Starting a business in the US from a country without a double taxation treaty can indeed present challenges, but there are legal pathways to minimize the impact of being taxed in both jurisdictions. Delaware is a popular choice for international business owners due to its business-friendly laws,... View More
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answered on Nov 19, 2023
Starting a hedge fund in Delaware and acting as its manager does typically require you to register as an investment advisor, depending on certain factors. The requirement for registration is governed by both federal and state laws, which vary based on the assets under management, the number of... View More
The CEO of the company where I just resigned wants to buy my shares at $132k; a stockholder wants to purchase them at $200k. Am I obliged to sell it to the company, or can I sell it to the highest buyer?
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answered on Oct 9, 2023
In Delaware, whether you can sell your shares to the highest bidder largely depends on the company's bylaws, stockholders' agreement, or any other agreements you may have entered into when you acquired or during the tenure of holding the shares. Some companies have a "right of first... View More
What is the procedure for notices for lack of care in fiduciary duties for a dissolved company?
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answered on Jun 1, 2023
You should consult with an attorney in Delaware to assess what is the best course of action. Several actions can be brought in contract (arising out of the bylaws or operating agreement), and in Tort for the unlawful transfer of the IP and unauthorized dissolution of the Company. Instead of sending... View More
A website gives discount for each one who use an invite code. I opened more than one account to get this discount every time I purchased from them. I used different cards, name and shipping address on every time I purchased. Can they judge me or charge my card if they know that it's one who... View More
I cofounded a S corporation in Delaware a few months ago and left the company as the board member and employee after a couple of months due to disputes with my partner. I still kept the shares (50%) because I was not compensated for the work I did. The company was a start-up and did not have any... View More
answered on Feb 19, 2020
Depends on what's in the operating agreement/by-laws. What was the underlying entity that was S-elected? S-corps cannot be created at the state level, you have to have a registered entity upon which to elect S status. The IRS will use the entity law to determine owner liability and... View More
answered on Jun 25, 2019
Before you start looking for types of "stock/real estate holding companies" you should call an Immigration lawyer and ask them if what you are trying to do is possible.
I registered my business in DE named “Goddess Financial”, after a trademark search I realized there is a company in Australia named “Financial Goddess”. (Registered their trademark in USA). We offer different services but both obviously in the financial industry. Do I have to change my... View More
answered on Apr 12, 2019
I would recommend that you change your name to avoid future disputes. The standard for trademark infringement is a likelihood of confusion. Sounds like that is a possibility. Now, if you were using the trademark before the date of first use of the registered mark, you may want to seek... View More
Can a minority shareholder, a privately held company, be liable to the individual whose Company was majority shareholder - in a Delaware LLC that has been sold? The individual is not a member of the LLC. Another company of his is. The Company has been sold. He could not sue prior to the sale,... View More
answered on Jan 27, 2017
Anyone can sue anyone if you pay the filing fee. Your question is way too vague. Yes, the operating agreement governs. So does what the claim even is, which you have not stated. Thus, if your real question is the success of such a claim, no one could know based on your post.
I cofounded a company (became shareholder, officer and director). The company was incorporated in Delaware by the other founder (CEO and board member). The CEO and I had various disagreements over the first 2 years... long story but I ended up citing him with grave misconduct and negligence in... View More
answered on Aug 20, 2015
Sounds like a messy situation. A lawyer should review the organizational and board documents (bylaws and board resolutions in particular, as well as examine whether the special meeting was properly noticed). There are many questions here, and they can't be answered without reviewing those... View More
answered on Aug 14, 2014
No. The differences, if any, would be set forth in the company's bylaws.
Byelaw states "If less than a quorum shall be in attendance at the time for which a meeting has been called, the meeting may be adjourned by a majority of the Shareholders present or represented by proxy without notice other than by announcement at the meeting" If minority shareholders... View More
answered on Jan 6, 2013
Why are some of the shareholders not present? Is it a question of geography or is it a lack of interest? Do the bylaws provide for shareholder action without a meeting, such as by telephone? In answer to your specific question, Delaware law recognizes that your situation may occur, and has a... View More
answered on Jan 7, 2013
Yes you can. You promise to provide information to another person in exchange for that person paying you a fee.
answered on Jan 6, 2013
The answer is "Yes," but if the attorney representing the defendant discovers that the corporation is not in good standing, the attorney will file a motion to dismiss. If the corporation fails to become current with franchise taxes, the Court will grant the motion.
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