Incorporation in Shambles: Does it Exist? Does anyone own it?

[bordeaux585]

Hello All,

I have a Delaware S-Corp that was incorporated in September of 2014. The company never received an EIN number per some type or system issue at the time of incorporation. The shares of this company were also never distributed due to certain documents not being submitted.

I've received a tax estimate for almost 50k from a registered agent for a company with no EIN and no revenues in that time period and technically no shareholders.

This is all confusing to me, I have investors willing to put money into this but not until they can tell that our entity is either legal operating or dissolved and it's hard to figure out which it is without all of these holes. I'm wondering if I should try and dissolve the company or do the articles simply have to be amended and resubmitted.

Please advise. I'm a young tech entrepreneur and engineer. Legal is not my strong suit by any means.

 

[LdiJ]

Hello All,

I have a Delaware S-Corp that was incorporated in September of 2014. The company never received an EIN number per some type or system issue at the time of incorporation. The shares of this company were also never distributed due to certain documents not being submitted.

I've received a tax estimate for almost 50k from a registered agent for a company with no EIN and no revenues in that time period and technically no shareholders.

This is all confusing to me, I have investors willing to put money into this but not until they can tell that our entity is either legal operating or dissolved and it's hard to figure out which it is without all of these holes. I'm wondering if I should try and dissolve the company or do the articles simply have to be amended and resubmitted.

Please advise. I'm a young tech entrepreneur and engineer. Legal is not my strong suit by any means.

What do you mean by a "tax estimate" and did you assign an independent registered agent because you do not live in Delaware?

 

[tranquility]

Time to get professional help. I'd start with a CPA. It is clear you have no idea of the facts.

I have a Delaware S-Corp that was incorporated in September of 2014. The company never received an EIN number per some type or system issue at the time of incorporation.

You do not have an S-corp and no EIN.

technically no shareholders

You do not have an S-corp with no shareholders. Technically or otherwise.

I've also received a tax estimate for almost 50k ... no revenues in that time period ...( I believe an S corp is taxes on the salaries of it's share holders, may be wrong on that point) .

Who has given you a "tax estimate"? Also, an S-corp is considered a pass through entity. That means it does not pay income taxes and passes through economic results to the shareholders. The salaries of its shareholders is irrelevant unless the S-corp paid the salaries. Then, payroll taxes would be due.

This is all confusing to me, I have investors willing to put money into this but not until they can tell that our entity is either legal operating or dissolved and it's hard to figure out which it is without all of these holes. I'm wondering if I should try and dissolve the company or do the articles simply have to be amended and resubmitted.

Please advise. I'm a young tech entrepreneur and engineer. Legal is not my strong suit by any means.

If there is solely income tax issues, some might recommend this FUBAR situation disappear and a new one started. There are potential problems with that and few professional actually tell a client to allow a corp to die on the vine. From what you've written, there is a possibility there are some trust-fund tax issues out there. If so, they need to be dealt with as the government will come after the responsible parties and the corp will not provide protection.

Bottom line is that you need to get a knowledgeable person on board. Without expert advice, starting over is not going to go any better.