QUESTION

Is there a way to convert the corporation to a simple d/b/a business or at least use the same name for a d/b/a after dissolving the corporation?

Asked on Jan 22nd, 2013 on Entertainment Law - Nevada
More details to this question:
I own an S-corporation for receiving music royalty checks in the corporation's name. For the past several years, the accountant's fees for filing the corporate returns equal or exceed the actual royalties that came in. I need to retain the company name to get future income. Thank you.
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6 ANSWERS

Entrepreneurial Business Law Attorney serving Portland, OR at Abts Law LLC
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Dear Questioner, Yes, you can do this, but you need to dot your legal "i"s and cross your legal "t"s. For starters, if royalty checks are coming to your corporation, that's probably because you have a contract specifying payment to the corporation. What needs to happen is an assignment from your corporation to you of all the contracts and rights the corporation possesses. The corporation can also assign you its name. What happens "on the ground" is that you have a contract between you and the corporation making these assignments. You then need to make sure all the creditors are paid off, and dissolve the corporation. You then file a ABN with the Oregon Secretary of State. The SoS won't file it unless the office understands what you are doing you should write a note stating that you are dissolving the corporation and forming a ABN with the same name upon contract with the corporation. There are a number of potential legal gotchas here involving the exact nature of your relationship with the corporation and the contracts and liabilities you have with third-parties. I'd recommend hiring a lawyer to help out, but if you have no liabilities and few contracts you can probably make a go of it on your own. Make sure you buy some business insurance coverage since you are losing the protection of your corporation. Also, I'm not sure why your accountant's fees are so expensive. If you want, try a Nolo book on running your own S-Corporation filing the annual report is fairly simple, and should only cost $100 a year. Also, if you only have a few royalty checks, your taxes should be simple enough to handle on your own. The problem here may be paying for a professional service you don't really need because of the simplicity of your operation.
Answered on Jan 28th, 2013 at 10:34 AM

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Susan Marie Basko
You should talk with a lawyer. If you seriously cannot afford one, maybe your city has an organization that helps artists with legal questions.
Answered on Jan 26th, 2013 at 10:38 PM

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You can dissolve the corporation and then register a new sole proprietorship using the same name.
Answered on Jan 26th, 2013 at 10:37 PM

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Theodore M. Roe
This is not an uncommon question. I would suggest that when you form the new dba you must purchase the name from the S-Corp. The name is an asset of the S-corp and therefore you cannot just appropriate the name. You must give fair market value to the S-corp for the name and then the S-corp must use those funds to pay it's debt, salary, expenses, etc. If this is not done, creditors of the S-Corp would have a good argument that any liability of the S-corp transferred to the dba.
Answered on Jan 26th, 2013 at 10:34 PM

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Copyright Infringement Attorney serving Portland, OR at Day & Koch LLP
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Yes, as a general rule, that can be done. Whenever such steps are taken, it is also necessary to change a royalty recipient's contact information at the companies paying royalties and also submit a new W-9 to each of those companies. It also needs to be done at ASCAP, BMI, or SESAC if you a member of any of those organizations, and at SoundScan and other payors. You would be well advised to have a competent attorney assist you with these matters.
Answered on Jan 25th, 2013 at 8:11 PM

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Clyde F. DeWitt
Yes. The problem is that the cost of properly dissolving the corporation may throw the baby out with the bathwater. Also, the d/b/a can't have the word "Inc." or "Corp." in it. this email. The original content and subject should not be modified, otherwise your answer will not be valid.
Answered on Jan 25th, 2013 at 7:57 PM

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