Legal Question in Business Law in New York

Re: How to structure 2 business corporations into 1 but retain separate identiti

Unfortunately, this is not an appropriate forum in which to discuss such a complicated structuring, which could also have tax implications ... the information provided is improtant, to to provide an answer on the basis of such limited information without additional tax guidance would not be appropriate.

Good Luck

RRG

Re: How to structure 2 business corporations into 1 but retain separate identiti

The legal issues you face are readily addressible; however, it would take a more thorough evaluation of the facts and your goals than that provided in your question.

Please feel free to contact me if you would like to pursue the matter further.

-- Kenneth J. Ashman; www.AshmanLawOffices.com; [email protected]

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Re: How to structure 2 business corporations into 1 but retain separate identiti

This is potentially a complex matter. However, based on the limited information I have I can make a suggestion. It appears that the NJ Corp�s only advantage to your operation is its goodwill with overseas labor pools for H1-B�s and/or other visas. If that is the case and the NJ corp. provides few other advantages, including its assets, clientele, or otherwise any other materials, then it might be advisable to purchase/license the goodwill of the NJ corporation and any trademarks, logos, slogans, and otherwise any other identifiers it has. You can then use these to brand your services under the NY entity, provided that the exiting shareholder did not do anything to harm the goodwill of the NJ corp. Be aware though that it would be wise to generally keep the entities distinct contractually, financially, structurally and advise future clientele that they are dealing with a new NY entity. It might also be advisable to completely dissovle the NJ corp. once the goodwill transfer is achieved, but you must take care to minimize the chance that someone would argue that you are essentially conducting the old business under a new corp. to avoid liability and that the NY corp. should bear the burden.

If you would like to discuss the matter with me further at no cost, feel free to schedule a consultation at my office.

Good Luck with your endeavor,

Kaiser

Wahab Riveles & Medenica LLC

116 West 23rd Street, Suite 500

New York, NY 10010

(646) 375-2363

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Re: How to structure 2 business corporations into 1 but retain separate identiti

Dear sir or madam:

You face three issues: legal, immigration, tax.

Legal: you want to limit your NY corp's liability with respect to the NJ corp. This can be achieved in several different ways (asset purchase, lease of NJ corp assets, etc.).

Immigration: It sounds as though you are interested in folding the NJ corp into NY corp to obtain work visas for your NY corp. You seem focused on H1 visas, but depending on the risk of liability and your goals, you may want to consider other types of visa E1 and L1.

Tax: If we indeed determine that the NY corp should acquire the NJ corp, there are ways to structure the deal so as to best minimize current tax liability from the transaction.

Contact my office directly at [email protected] to set up a free initial consultation.

Sincerely,

Anthony S. Park