Legal Question in Business Law in Connecticut

Re: preparing to incorporate

Hello,

Regarding whether it is better for you to change the name of the church and start from scratch or take the name of the old church, there are a couple of issues you should consider:

1) did you buy just the building, or did you buy all of the church's business (i.e., the church as "going concern")?

2) you will need to weigh the benefit of keeping the same name (e.g., "brand recognition," if the existing members have known that church by that name for a long time, you may experience a dropoff in membership or recognition in the community through using a new name) against the risks of keeping that name (e.g., if you continue an existing business and merely buy it out, you might have assumed their liabilities).

Ultimately, the answer to that question is not just a legal question, but a business question as well. The business part will be your call.

Regarding whether you will need to close the old corporation, it depends on how you decide to move forward. If you decide to keep the old name, then you will still need to file paperwork with the CT Secretary of State showing the change in ownership. If you decide to go under a new name, then it is best to have the former owners close out the corporation, so you are not liable on any outstanding debts. In either case, you will have to file paperwork with the CT Secretary of State.

Regarding cost, there are a couple of issues here: 1) Most attorneys will offer reduced fees for non-profits or stretch payments over a period of time. Ask around. 2) Honestly, you can file this paperwork yourself, either directly through the CT Secretary of State's office or through an intermediary (i.e., a third-party company that just does business filings), but why would you want to? There are so many things that can go wrong with setting up a business that you want to make sure it is done correctly. You need to consider tax implications, liabilities from the old company, etc. Trying to save money now could result in costing your church a lot more money later.

Hope that helps!

Diana

Re: preparing to incorporate

You may be able to use what is in place. I may be able to help, and no, I do not recommend doing it on your own. I would be happy to discuss it with you.