Small Business Forum
 
Home


Go Back   Small Business Forum > SMALL BUSINESS ADVICE > 03 - Accounting & Taxes
Register FAQ Members List Calendar Search Today's Posts Mark Forums Read




03 - Accounting & Taxes Accounting Help & Tax Strategies

Reply
 
Thread Tools Display Modes
  #1  
Old 12-16-2005, 02:10 PM
aisltd aisltd is offline
Junior Member
 
Join Date: Dec 2005
Posts: 3
Question Removing a corporate officer

Can anyone tell me how to remove a corporate office from a C-corp?
Reply With Quote
  #2  
Old 12-16-2005, 03:39 PM
OldJack's Avatar
OldJack OldJack is offline
Registered User
 
Join Date: Aug 2004
Location: Missouri
Posts: 1,710
Default

Did you mean office or officer? If you mean officer then it depends upon are you forcing the officer out or is he quiting. The Board of Directors in their minutes vote to elect or drop (accept resignations) corporate officers. A meeting of the Board can be called at any time and the decision of the Board notify the officer (probably should be in writing). The President or Secretary of the Corporation then reports the current officers once a year to the State when the corporate report is due.
Reply With Quote
  #3  
Old 12-17-2005, 10:10 AM
Cartman's Avatar
Cartman Cartman is offline
Senior Member
 
Join Date: Mar 2005
Location: Mount Laurel, NJ
Posts: 100
Default

How about for an LLC? My partner quit, and I want to make sure we followed the appropriate steps. Thanks!
__________________
[url=http://www.celebrityseats.com/football.html]Football Tickets[/url] | [url=http://www.celebrityseats.com/basketball.html]Basketball Tickets[/url] | [url=http://www.celebrityseats.com/wwe-tickets.html]WWE Wrestling Tickets[/url] | [url=http://www.celebrityseats.com/nascar.html]NASCAR Tickets[/url]
Reply With Quote
  #4  
Old 12-17-2005, 10:48 AM
OldJack's Avatar
OldJack OldJack is offline
Registered User
 
Join Date: Aug 2004
Location: Missouri
Posts: 1,710
Default

We were talking about removing an "officer" which is an employee status and not removing an "owner". Ownership of a corporation or LLC is not something you can just vote to remove. You have to buy out ownership. Membership in an LLC is ownership and as long as someone has ownership they receive their share of profits and etc according to the agreement or documents regardless if they quit, contribute nothing, or even come around.
Reply With Quote
  #5  
Old 12-17-2005, 11:35 AM
Cartman's Avatar
Cartman Cartman is offline
Senior Member
 
Join Date: Mar 2005
Location: Mount Laurel, NJ
Posts: 100
Default

What are the proper steps to buy out ownership? No agreements were drawn up when the company was started, both of our names were just listed as 50/50 owners in the LLC paperwork. When I filed the annual report last year with the state, I crossed off the other owner's name (per the State's instructions) and they said that was all I needed to do.

Seemed too easy, so I wanted to make sure I wasn't missing anything.
Reply With Quote
  #6  
Old 12-17-2005, 11:45 AM
OldJack's Avatar
OldJack OldJack is offline
Registered User
 
Join Date: Aug 2004
Location: Missouri
Posts: 1,710
Default

Yep! what you are missing is the prior owner coming back a few years later and demanding his share of the business. You should get something in writing and probably should do it through an attorney.
Reply With Quote
  #7  
Old 12-19-2005, 02:15 PM
aisltd aisltd is offline
Junior Member
 
Join Date: Dec 2005
Posts: 3
Question

Thanks for the info. However, I'm researching this for my friend and I was misinformed. She and her S/O (significant other) are an S corp. She is the VP and wants to resign that position.

1. What does she need to do?

Next, they have not yet filed the 2004 taxes, but have been advised by their accountant that both the appropriate extensions were filed.

1. What is the maximum time available on the 2nd extension? When would she expect to have to have the 2004 tax returns filed?
2. Is there a due date to file the W2 forms with the IRS, as the 2004 W2's have not been submitted, nor has the W3 and/or 1099's.

Any assistance will be greatly appreciated.
Reply With Quote
  #8  
Old 12-19-2005, 05:27 PM
OldJack's Avatar
OldJack OldJack is offline
Registered User
 
Join Date: Aug 2004
Location: Missouri
Posts: 1,710
Default

Quote:
Originally Posted by aisltd
1. What does she need to do?
Submit a written resignation to the President of the corporation. Quit and thats it unless, if she owns shares of stock in the S-corp she should sell them unless she wishes to keep them and pay taxes on her share of the S-corp profits each year on her 1040.

Quote:
Originally Posted by aisltd
1. What is the maximum time available on the 2nd extension? When would she expect to have to have the 2004 tax returns filed?
The S-corp tax return 1120S was originally due March 15, 2005. Maximum S-corp extension would have been due six months with that being Sept 15, 2005. Since this is Dec 2005 you have no valid extension and you will be filing late with penalties. Personal tax returns 1040 were original due April 15, 2005 and six months of extensions would have been due not later than Oct. 15, 2005 and you will be late with penalties if you owe tax.

Quote:
Originally Posted by aisltd
2. Is there a due date to file the W2 forms with the IRS, as the 2004 W2's have not been submitted, nor has the W3 and/or 1099's.
2004 W2/W3 (due the Social Security Admn), & 1099s/1096, (due IRS) forms were due to be filed by the S-corp not later than Feb 28, 2005. You are late and subject to penalties. If you are talking about the employee copies they are to be attached to the 1040 tax return when it is filed late.

Suggest your friend needs a CPA as payments for professional help would avoid penalties in the future.
Reply With Quote
  #9  
Old 12-19-2005, 06:09 PM
aisltd aisltd is offline
Junior Member
 
Join Date: Dec 2005
Posts: 3
Default

She does have a CPA, but her S/O was handling these business matters, but only recently had she been made aware that her S/O had not been handling the business matters as they should have been handled and now she is being brought into the picture. After viewing this landscape, she's not comfortable and feels it better that her S/O handle it.
Reply With Quote
Reply


Currently Active Users Viewing This Thread: 1 (0 members and 1 guests)
 
Thread Tools
Display Modes

Posting Rules
You may not post new threads
You may not post replies
You may not post attachments
You may not edit your posts

vB code is On
Smilies are On
[IMG] code is Off
HTML code is Off
Forum Jump


All times are GMT -5. The time now is 09:31 PM.


Powered by vBulletin™ Copyright © 2011 vBulletin Solutions, Inc. All rights reserved.