An Employer Identification Number, issued by the Internal Revenue Service, is the most important identifying number for US businesses, especially for tax purposes. This post addresses how you can find a lost EIN.
The IRS Lost or Misplaced Your EIN? page starts by recommending searches for existing records that should include the EIN:
- The IRS confirmation notice that was provided when the EIN was issued.
- Bank accounts that were opened, or governmental licenses that were issued, based on the EIN.
- Tax return that were filed.
This post expands upon an Avvo answer that I provided. Q. Can I form a corporation with a future filing date?
A. Yes. The answer will vary slightly depending on the state of incorporation.
If you want a future filing date in Delaware, Section 103(c)(4) of the General Corporation Law says, in relevant part:
Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the filing date of an instrument a date and time after its delivery.
This post is based on a question that I answered on Quora: What happens if you do not file a Limited Offering Exemption Notice in California?
I first addressed the Limited Offering Exemption Notice in Section 25102 (f) – Securities Law Compliance if You Incorporate in California. As that post explains, LOEN filing is required for corporate share issuances that are exempt from securities registration requirements in California.
Consequences of failing to file Limited Offering Exemption Notice include the following:
Nonbank lenders are becoming increasingly attractive to small businesses, according to an article published today in the Wall Street Journal. (Alternative Lenders Peddle Pricey Commercial Loans)
The nonbank lenders cited in the article include OnDeck Capital Inc., Kabbage Inc., CAN Capital Inc. and Business Financial Services Inc.
The article states that nonbank lenders, whose loans typically are for less than $50,000, are popular – despite high interest rates (sometimes more than 50% per year) – for the following reasons.
RULLCA – the California Revised Uniform Limited Liability Company Act - will bring new LLC laws to the state starting January 1, 2014.
RULLCA is intended to reflect changes in LLC law during the past 20 years. Additionally, RULLCA will make California’s LLC law more similar to LLC law in other states.
Perhaps most interesting, the new law applies automatically to all California LLCs in existence as of the effective date. It will apply to all out-of-state LLCs that are registered in California, as of that date, as well. No new documents need be filed with the Secretary of State. The new law has neither opt-in nor opt-out procedures.
Today I added a stock transfer ledger template to the documents available for free user downloads.
If you have not yet accessed the downloads page.
- Enter your name and email address in the spaces on the right side of the screen.
- Select Free Downloads from the drop-down list.
- Click on Sign Up.
- You will receive an email with instructions for accessing the downloads page.
At the downloads page, click on Stock Transfer Ledger. You browser then will make the stock transfer ledger file (an Excel spreadsheet) available for download.
I was prompted to make this file available by a question on Quora (What’s the best way to establish an electronic version of a corporate share register?).
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Many entrepreneurs need to control expenses – including legal fees. One way to do that is to incorporate online rather than work with a lawyer. Occasionally I am asked, “When is it OK to incorporate online?”
My greatest concern when entrepreneurs incorporate online is that they have no way to know whether the process has been completed properly. This is particularly true with respect to issuing shares – a critical task.
In answering this question, I look for activities that increase the likelihood of a dispute or a lawsuit. I ask:
Future services seem like a great no-cost way to buy equity in a startup. In California, however, whether you legally can buy equity with future services depends on whether the startup is a corporation or a limited liability company (LLC).
Corporations Code Section 409(a)(1) specifies the types of “consideration” that can be paid for corporate shares. These include, for example, “money paid; labor done; [and] services actually rendered to the corporation or for its benefit or in its formation or reorganization”.
However, “neither promissory notes of the purchaser [subject to certain exceptions] nor future services shall constitute payment or part payment for shares of the corporation“. So a California corporation cannot grant shares in exchange for future services.
I recently have received several inquiries about whether a foreign company or its owners need an ITIN (Individual Taxpayer Identification Number) when they bring their business to the US. The answer is, “No.” The rest of this post explains why that is the case.
When a company wants to do business in the US, it needs an EIN (Employer Identification Number).
For a foreign or foreign-owned company, obtaining an EIN can be intimidating. This is especially true if the principal officer lacks a US social security number. (The EIN cannot be obtained quickly and easily online.)
In a recent article (Foreign Entrepreneurs Learn Art of the American Pitch), the Wall Street Journal discussed the role of “pitch coaches” who help foreign entrepreneurs promote themselves in the US. While the article focused primarily on pitches to investors, it applies to selling one’s business to clients and colleagues, as well.
The thrust of the article is that selling in the US is different from selling in other countries. In my work with international clients, I have seen the same thing.
Here are some of the ways that pitch coaches say pitches need to be tailored to work best in the US.