S Corp Bylaws and ao on

[Gary2]

Having brought up the "practicing law" issue, let me temper that by saying that I agree with Linda, simply pointing someone at the state web site would not be a legal service or advice. Likewise for pointing people at the Small Business Administration or Chamber of Commerce as resources that could help. I'd even go as far as asserting that merely saying "Nolo Press is a well-known, reputable publisher of self-help legal books," by itself, is acceptable, as long as it's done in a neutral manner, without any implication that you believe they can do something without a lawyer..

In many cases, a particular question requires several types of expertise, including lawyers. The decision between LLC and S-Corp, while primarily legal, also has bookkeeping, tax, and sometimes business related issues. And many good divorce lawyers don't understand all of the tax issues, or they'll understand the law but not the pragmatics of the paperwork. So I'll sometimes say "Ultimately your lawyer has to resolve this. But you should raise these tax-related issues with your lawyer, or you should see these other types of experts for questions they think you should raise with your lawyer." I think I'm fairly safe by couching things as questions for the lawyer, instead of being my direct advice.

[Burke]

. I have never had a client who had an LLC, but with the lawyer creating the entity and titling the assets, all I have to do is order the stock certificates, .....

I am curious, how did you "order" the stock certificates?

[erchess]

Ordering Stock Certificates

There are at least two or three companies that will print you up stock certificates ready for you to print names and amounts on and have the relevant officer sign. Usually they also print up your articles of incorporation and bylaws and may offer templates to assist you in writing them. Naturally the service also includes a very fine binder to hold everything. The only company I could name is the one I used and I don't want to be in a position of shilling for them on this board but if anyone cares enough to contact me through the site I will tell you their name. I remember Googling to find the company but I don't know whether the lawyer I was working with at the time gave me their name or provided more general search terms. At that time I was new to searching and I rarely found anything I wanted unless someone told me exactly how to word the search.

[Gary2]

Perhaps a better question is why would an LLC need stock certificates?

[erchess]

My ignorance

I just assumed it would. But had this matter gone forward I would have checked with the lawyer before going to the expense.

The way this seems to have ended is that the "other business" doesn't actually care what entity my client is but he is of the opinion that my client is foolish to be a Sch C. There will therefore be no change of entity before my client turns enough profit to generate cash flow to pay for the change and more besides.