Legal Question in Business Law in Delaware

Where can you get the paperwork to file an Article of Amendment, to change the t

Scenario: An LLC owned by one person (incorporated in DE) is selling myself and my partner the company for 1$. Neither company (LLC or S Corp) has progressed beyond initial startup and incorporation. The LLC has some assets that are valuable in our startup. I have heard two conflicting opinions. My attorney says an LLC cannot be bought out by an S Corp. A new company is necessar. My accountant says its as easy as filing a change in tax status and making a name change. Which is the case?

The company is also based in PA. Does this present a problem? What documents would need to be filed for us to purchase this company and get started? Any assistance is greatly appreciated.


Asked on 12/03/04, 2:04 pm

1 Answer from Attorneys
Gerald Hershenson Law Office of Gerald M. Hershenson

Re: Where can you get the paperwork to file an Article of Amendment, to change t

I recommend you buy the asset and not the company. A Delaware Company has to be registered to do business in Pennsylvania. The cost of registrating the company in Pennsylvania is almost equivilent to forming a new company. If you buy the LLC, you also buy any liabilities whether they are disclosed or not. You may want to seek a second opinion from another professional. Gerald Hershenson Esq. 215-579-9390

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Answered on 12/03/04, 2:11 pm


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