A corporation was created three years ago. I am the majority invesotr and there is another minority investor. we have a manager who runs the location for us. Unfortunatley, i did not do my due diligence when starting on this investment and have only recently had time to sort through the mess that has been created and thus need advice.

Apparently, a form was filed with NY state and we have a certificate of incorporation. On that form, the incorporator is listed as the manager. On this form nowhere, is my name or the minority investor’s name listed. After speaking with the manager, it seems that no further articles or anything were filed. Over the last two years there has been no profit, only loss and no income taxes have been filed. We have paid sales taxes.

Things are in a mess right now, but as they stand now, what needs to be done to clean up the situation? As of now am i even the legal owner of the corporation given that my and the minority investor’s names are not on the certificate.

any help advice you may have would be great. i am trying to gather all the data before going to a attorney and have to do this subtly without alarming the manager so they do not steal more of my money!

thanks for your help.

-preliminary company name check
-draft and file articles/certificate of organization
-customized and editable operating agreement
-customized membership certificates
-QuickBooks SimpleStart Free Starter edition
-optional delayed filing for those who do not want to be filed until 2009 for tax reasons

MyCorp also offers (as *optional* services with fees for those who want such additional services):

-rush service
-registered agent service (NOT required but available)
-compliance services (monthly updates on tax due dates, post-formation filing due dates, etc)
-Initial/annual/biennial report filing services

And MyCorp also provides other filing services such as DBAs, foreign qualifications, amendments, dissolutions, trademarks, copyrights, etc.

Please don’t hesitate to ask me any other questions you might have about the services or business entities in general.

Happy holidays all!

p.s. State fees range from $50.00 (Oregon) to $750.00 (Texas corps). Most state fees are in the $100 range. Very few state fees exceed $300.00.

You still must pay the State filing fees, typically several hundred dollars.

You could form an LLC yourself. No need to hire anybody. The trick is you need to make sure you meet all the obligations. Basically you need a checklist (which differs state-to-state).

Companies like MyCorporation, Legalzoom, and Nolo basically offer to help you by letting you use their check list. They also fill out some paperwork which you could do yourself.

If somebody is telling you it should cost 10x more, chances are they want you to hire them to help you. Now they may provide additional services such as advising you about what taxation structure to choose for your LLC and may help you learn how to do bookkeeping, provide tax services, or help remind or file on going compliance paperwork. But these are unrelated to the initial formation of the LLC.