C corp and board composition?

There are a number of possible exit strategies, including a sale to a third party, a sale to an employee stock ownership plan, and a sale to an employee-owned cooperative corporation. Each of those approaches could be effected through a single transaction, or through multiple installments, or you could maintain some ownership of the business indefinitely. Each appraoch comes with certain relative advantages and disadvantages. Please contact me if you would like to discuss your options in greater detail.

The dissolution of a C-Corp is a complex process governed by state laws and the company's bylaws. While it is generally expected that remaining assets would be distributed to shareholders after satisfying creditors, there are scenarios where this might not occur: 1. Asset distribution may be restricted if there are outstanding debts or legal obligations. 2. Some states allow for alternative distribution methods if specified in the articles of dissolution. 3. In certain cases, assets might be transferred to a trust or another entity for specific purposes. However, the implications of not distributing assets can be significant: - Potential breach of fiduciary duty claims - Tax consequences for the corporation and shareholders - Compliance issues with state corporate laws Given the complexity of your situation and the disagreement among shareholders, it would be prudent to have a thorough legal analysis of your specific circumstances. As an experienced corporate attorney, I could: 1. Review your company's bylaws and financial situation 2. Analyze applicable state laws regarding dissolution 3. Advise on potential legal risks and shareholder rights 4. Guide you through the dissolution process to ensure compliance Feel free to reach out to discuss your situation in more detail and explore the best course of action for your company's dissolution.

Texas Secretary of State has a ton of helpful resources, including what documents to be filed, what taxes to be paid, and others. With regards to applicable law or which regulators your business will be subject to, you may want to discuss the nature of your business with your preferred counsel. You should also look into the duties/responsibilities of owning or holding a certain position in your company. There are also post-obligations or tasks that the company has to undertake after being registered, like adopting your Bylaws and naming your officers/directors/c-level executives.

There are many virtual offices and virtual mailboxes that you can use to register a corporation. Delaware does not even require those and a registered agent with an address is all that is required.

It would be impossible to give you a primer on all of the advantages and disadvantages, but here is a headnote version: C-Corp Pros: Ultimate flexibility with regards to ownership, control, power, etc through the issuance of one or more classes of shares. Cons: Double taxed. You will be taxes as a corporation and as an individual taking a salary from the corporation. S-Corp (this is just a C-Corp electing to be taxed under subchapter S of the IRS code): Pros: Tax advantage for owners (up to 100 people) from not double taxing. Cons: Less flexibility than C-Corp but more granular control than LLC. Depending on the situation, most companies starting out are better off starting an LLC, which has less formalities, and then converting to a S-Corp or C-Corp once they scale and can take advantage. C-Corp, S-Corp, and LLC all have the same level of liability protection if you follow the formalities for formation and maintenance. C-Corps have the most rigor and LLCs have the least. You can also consider LLP and other business structures based on co-owners or other factors that a lawyer can help you evaluate.