Business Lawyers for Columbus, Ohio

Hello. Thank you for the opportunity to respond to this question. Yes, you can absolutely transfer your sole proprietorship into a corporation. There are some steps involved, but it is regularly done as a business grows. You may also want to consider a limited liability company as well. So here are key steps to consider: 1. Entity Type and Tax Considerations Decide whether an LLC or corporation better fits your goals. LLC - simpler compliance, pass-through taxation (by default), flexible structure. Corporation (C or S) - better for raising capital, issuing shares, or planning for future investors. Tax implications: Moving from a sole proprietorship to a new entity can change how your income is taxed. You will need to work with a tax professional to determine how the new entity will be taxed. 2. Form the New Entity This creates the legal shell to replace your sole proprietorship. You will choose your state of formation (typically your home state), file your formation documents, pay state filing fees, designate a registered agent for your business, and draft required internal governance documents. 3. Transfer the Business Assets You need to legally move your sole proprietorship’s assets into the new entity. This involves assigning the physical assets, contracts, insurance policies, customer lists, and intellectual property to the new entity, closing and reopening bank accounts to the new entity (you will need a new EIN for the new entity), transferring any licenses, permits, and tax registrations, and notifying vendors and clients of the new entity. You also need to update payroll tax accounts if you have employees. 4. Compliance Going Forward There will be new compliance obligations with any new entity, such as potential annual reports and renewal fees to your state, you must keep business and personal finances 100% separate, and there are typically formalities that must be maintained (especially for corporations), such as minutes, resolutions, stock ledgers. However, LLC’s typically have far less formalities. Please note: This response is for general informational purposes only and does not create an attorney–client relationship. You should consult a qualified attorney and tax professional for advice regarding your specific situation.

You form a corporation by filing articles of incorporation with the Secretary of State. Then you will need initial board resolutions to authorize various post-incorporation organizational matters, as well as bylaws. You will also need to issue stock to the founders. This is the kind of project I have handled for dozens of clients.

You will need to file articles of organization with the Secretary of State of the state where you want to form the LLC. This is relatively easy. More importantly, because you will have 2 or more members, you should have an operating agreement. This is a contract between the members, detailing who the members are, what percentages of the LLC each member owns, how the LLC will be managed, how profits and losses will be allocated, and how distributions will be allocated. The operating agreement should also put restrictions on voluntary and involuntary (think divorce, death, bankruptcy) transfers of ownership, so that you don't suddenly end up with a new member that you don't want. The operating agreement is not filed with the state. You should have an experienced lawyer help you with the operating agreement, as it can be pretty complex.

It depends on your circumstances. For example, single member LLC's are simpler and more affordable. Try posting your question as a proposal at this link so attorneys can bid on it: https://www.contractscounsel.com/client/create-project/step-h1?cta=4.

Hello! My name is Dolan and thanks for choosing contractscounsel.com! It’s super frustrating when a publisher doesn’t meet their deadlines, especially when it messes with your reputation and finances. Whether you can end the agreement depends mostly on what’s in your contract. Check to see if it says anything about what happens if the publisher misses deadlines. If the deadlines were key to the deal and their delays are considered a major breach (something that defeats the purpose of the contract), you might have a solid case to terminate. Most contracts require you to give formal notice of the problem and allow time for the publisher to fix it (a “cure period”). If they still don’t deliver, you’re in a better position to end things. If it turns out they are continually failing, this is a breach of contract. A breach of contract simply means that one party was obligated to perform and they have either not performed or have said that they will not perform. (Restatement (Second) of Contracts.) This applies regardless of whether the agreement was written or done orally. Typically, the aggrieved party is entitled to be returned to the same position they were in before the breach. I hope this helps and let us know if you need to review. Dolan