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Diluting shares of holders within a C Corporation, Selling burial plots and More – Free Joe Friday 3/4/11

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Every Friday, attorney Joe Escalante answers legal questions for free on the LegalZoom Facebook Page. Did you miss last week’s Free Joe Friday? Don’t worry. We’ve got it all right here.

Ethan: To Free Joe: My name is Ethan, I am 24 years old and I recently moved from Wichita Falls, TX to Dallas, TX . Full-Time College Student, Full-Time Work.

Last year I discovered my tax return would not be coming to me because of back-due child support. The problem in that situation is that; I don’t have any children. The Texas AG says; a woman named Amanda Lozano of Burkburnett filed paperwork claiming me as the father of her son. I have never had a relationship with her. The Attorney General’s Office supplied me with her information and I was able to obtain a photograph of the child and Ms. Lozano. Ms. Lozano is a Mexican, her child is obviously Black/Mexican. I however am Asian. The child is black, I am white. I found that at the time she had an African-American Boyfriend, who I suspect is the child’s father. She is currently married and has another child. I do not know this woman, I do not know the child. After a lengthy discussion with both the Legal Aid of Northwest Texas and the Attorney General; the conclusion was made that this is a case of fraud. Both advised me to appeal the case with a “Motion of Review of Judgement on the Basis of Fraud”. Both also recommended a lawyer and neither organization could help me acquire an attorney. I simply cannot afford an attorney, however if it meant taking a third job, I would.
I simply do not have 2000$ to make this happen, and I cannot get a loan because there is a $25,000+ negative filing in my Credit Report for “Back Paid Child Support”. I cannot save the money either because 400$ a month is taken from my paychecks for child support for a child that is not mine. Recently, I attempted to enlist in the Air Force, something I’ve wanted to do for quite some time, the Air Force refused to file my enlistment because according to the State of Texas I am a “Single Parent”.

Joe Escalante: Why can’t you just care for the child Ethan? He needs you apparently. In the alternative, I would contact a fathers’ rights organization. Tryhttp://fathersrightsadvocate.com/. To me this is a violation of your due process. They take from you w/o due process of the law. You should go after them. See what the father advocates say ‎…and don’t forget to pick up some diapers on your way home tonight.

Jeanne: Hi Joe, My brother wants to sell my Mom’s burial plot, I don’t. My Mom has passed on, leaving no will in California. I want my Mom’s ashes placed in her plot next to my Dad. My question: Can my brother sell my Mom’s plot without my agreement/permission? Do we both need to sign a paper? He’s refusing to sign a 7100 form for me to place her ashes. Thanks, so much for your help. :-)

Joe Escalante: Has the estate gone through probate?

Jeanne: I’m not clear about this,…my Mom passed in 2007 and I have her ashes. My bro was P of A. How would I find out about probate. My brother doesn’t talk about any of it. thanks :-)

Joe Escalante: Go to the probate court in the county where she died. It’s public info. You have to dig a bit, but find out what the court ordered him to do and then worry about whether he’s enforcing it or not.

Bobby: What are the tax benefits to starting a business? I was told that there are numerous advantages, even if I never plan on turning a profit. I live in MD. Please advise…

Joe Escalante: There are no advantages to starting a business and not making a profit. Get it out of your head and shun whoever told you that. People say a lot of things about taxes. They know nothing. If you want to know about taxes, talk to a tax professional instead of some guy at work who will never make enough money to even pay taxes.
My advice to you is to plan on something other than starting a business and not making a profit.

Kevin: Hey there Joe. I’m currently President/CEO of a Michigan corporation, and literally the only officer/employee. I have yet to begin operations, but have been formed for a year now. It’s now tax season, and was wondering if you’d be able to guide me in the direction of exactly how to file a corporate tax return without a profit, as the State will give me NO information at all.

Joe Escalante: You and Bobby should get together, and maybe Vickie Pollard as well. Google her if you’re not a fan already.

In California you would be hit with a $800 minimum tax by the state for your corporation. It’s important that people do not… form corporations unless they have a reasonable chance at earning income. There doesn’t have to be profit, but there should at least be substantial income to justify a corporation.
People think it’s some phoney baloney shortcut to beating the system. It may be phoney baloney in some ways, but it’s no shortcut, you must be a real operation for it to be useful.

Speak to a tax professional in your state to see what you are up against this tax season and start operating or dissolve that thing.

Juan: Hi Joe, I don’t know if you have time for one more. I’m interested in finding out how to dilute shares of holders within my C Corporation. We’ve been in business 7 years and although I have 9 shareholders all of various percentage only myself and partner have contributed any financial or sweat equity and would like to explore options to reduce their interest if not eliminate. Thank you.

Joe Escalante: Great question. There are many ways to go about it depending on what state you are in and what is your specific situation. The board can issue new stock or you can buy back their stock, etc. I would consult with outside counsel who specializes in corp. share disputes. Check out this link, the guy makes a lot of sense. http://www.quora.com/How-might-a-C-Corp-go-about-diluting-or-completely-divesting-a-minority-shareholder

Amv-Studios Tattoos-Graphics: Good Morning Joe! I have a question or two about LLC’s. I live in Hawaii but want to form a Nevada LLC for my freelance work. I understand Nevada allows you to form a Nevada LLC without actually residing in the state.

Would I still have to pay Hawaii state tax and excise tax on my 1099 income while working in Hawaii? Is there a tax advantage by forming a Nevada LLC? I use to live in Nevada and formed an LLC. Nevada has no state or excise tax on income.

Thanks for your time!

Joe Escalante: If Hawaii is like most states, it doesn’t matter where you are incorporated, if you do business in Hawaii, you have to pay state taxes in Hawaii at Hawaii rates. Unless you keep an office and inventory in Nevada and can thereby claim it as your principle place of busisness, it’s a waste. There’s no magic to a Nevada corp 99% of the time, regardless of what the compelling radio commercials would have you believe.

Reuben: Can i run dual llc or should i use one as a dba ? …

Joe Escalante: I think you’re better off using one as a DBA, unless your tax pro can think of a reason to the contrary.

Janet: Williamsburg, VA… My 12 yr old great niece came to live with me. Her mom is no where to be found. What do i do to get custody of her?

Joe Escalante: You need to have the existing parental rights terminated. This will take a family law attorney, and a few dollars, but it will be worth it. Do it quickly before it’s too late. The window on these things is usually quite limited.

Get more info and all the details and fine print about Free Joe Fridays. And join us on Facebook next Friday at 10am PT for more Free Joe!

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March 8th, 2011 at 7:44 am