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Category: florida

How Do You “Transfer” Your Company Into North Carolina From Another State?

Posted on November 3, 2016April 25, 2022 by g83js92js91
Categories: attorney, business, business law, Business Law & Contracts, contracts, florida, Jason A McGrath, llc, North Carolina, small business
Transferring Your Company Into North Carolina From Another State, moving

As a business attorney, one of the most frequent questions I am asked is some variation of “How do I transfer my out-of-state company to North Carolina?” I’ll address the most common scenarios and the reasonable options available. I’m using Florida as the other state just for example purposes (I also practice in FL), but the same general process is true regardless of which state your company originated in or currently exists in.

Scenario A: “I live in Florida, where my company was formed, but I’m moving to North Carolina and going forward I will be doing business out of North Carolina instead of Florida. What should I do and how do I do it?”

Option 1: convert your Florida company into a North Carolina company.  NC allows a company formed in another state to convert to become a NC LLC. The company would need to follow the law of the state it is coming from as far as winding down any business and otherwise wrapping up affairs in that state, and would typically need to have passed a resolution or similar approving the conversion to a NC company. The LLC can then file its Articles of Organization/Conversion with the NC Secretary of State.

Option 2: shut your Florida company down and start a new one in North Carolina. You would “wind up” your Florida LLC and dissolve it, such that it no longer exists. While the timing of the steps in North Carolina may vary to some extent, you’d go ahead and create a North Carolina LLC. The name would not have to be the same, but there are advantages to using the same name, if possible (this article does not attempt to address those issues).

Option 3: keep your Florida company open and register it with the State of North Carolina as a foreign business authorized to transact in North Carolina. You’d obtain a “Certificate of Good Standing” or similar from Florida. You then provide that to the NC Secretary of State as part of your North Carolina Application for Certificate of Authority (to conduct business in North Carolina). Assuming you are approved by NC, you’re now good to go to conduct business in both states, or either state, and you can have your principal place of business in either state. You will likely be required to pay annual fees to each state and file taxes in each state, which are important factors to consider.

Option 4: start an affiliated company or subsidiary in North Carolina. In certain specific instances, you may keep your Florida LLC open, and instead of registering it with North Carolina, you’d prefer to create and register a separate but related business entity in North Carolina. This is typically referred to as a “subsidiary” or an “affiliated company”. You will likely be required to pay annual fees to each state and file taxes in each state, which are important factors to consider.

Additional notes. Under any of the above options, you’ll have to have a registered agent with a “continuous presence” in NC. Many law firms (like mine) agree to provide that service for a small annual fee, but your company’s “RA” doesn’t have to be a lawyer or law firm. Of course, we also provide the very services needed to transfer your business overall.

These actions can be accomplished without an attorney, but you should at least consider consulting with an attorney any time you make a significant change to your business entity. Good luck!

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Posted in attorney, business, business law, Business Law & Contracts, contracts, florida, Jason A McGrath, llc, North Carolina, small business

(Part 5) 5 Considerations as to Your Business’ Negative Internet Review

Posted on June 24, 2014May 2, 2022 by g83js92js91
Categories: Business Law Disputes, Civil Rights, Consumer Defense, florida, Freedom of Speech, georgia, Internet & Technology, Jason A McGrath, North Carolina, Ohio, online reviews, Social Media, south carolina, Tennessee
(Click for Part 1)  (Click for Part 2)  (Click for Part 3)  (Click for Part 4)

As attorneys with a law firm which has a significant online presence, and as lawyers who represent small and medium businesses, we are very much aware of the power of the online review and/or rating given by consumers. In fact, in this day and age, the positive or negative nature of a company’s reputation as declared by the internet can make or break your business.

Star-Ratings

For many businesses, it is almost impossible to avoid at least the occasional negative comment or even merely a lukewarm review. Many times, the information posted online is not accurate, or at least is presented out of context and/or incomplete. All businesses which encounter this face the same question: what can we do about this negative online review?   Hopefully, after you have had a bit of time to think about it, one of your next questions is: what should we do about this negative online review? We have developed a list of 5 key considerations and here is the fifth.

(5) Turn a negative into a positive, or at least into an opportunity. This can’t work in all industries or all situations, of course, but what about turning the criticism into a promotional effort? For example, let’s consider the complaint of “I had to wait more than 30 minutes for my car to be cleaned at Acme Car Wash.” Perhaps the response from Acme is similar to this: “We regret you had to wait so long, but we were simply very busy that day with so many customers who know what a good job we do. Everyone should know that this month we have a 25% discount for our Premium Customer Club memberships, which allow you to make an appointment, among other benefits!”

This creative approach focuses on the positive, while still “apologizing” to the unhappy customer. It might even increase business. Find the silver lining.

Posted in Business Law Disputes, Civil Rights, Consumer Defense, florida, Freedom of Speech, georgia, Internet & Technology, Jason A McGrath, North Carolina, Ohio, online reviews, Social Media, south carolina, Tennessee

We’ve heard of Freddie Mac; what is it?

Posted on December 28, 2011 by g83js92js91
Categories: florida, georgia, Government, homeowner, Life and the Law, loan, mortgage, North Carolina, Ohio, south carolina, Tennessee
Freddie Mac was created by the United States Congress in 1970. Its publicly stated mission is to stabilize the nation’s residential mortgage markets and expand opportunities for homeownership and affordable rental housing. Under Federal law, Freddie Mac’s mission is to:

  1. provide stability in the secondary market for residential mortgages;
  2. respond appropriately to the private capital market;
  3. provide ongoing assistance to the secondary market for residential mortgages (including for lower income families); and
  4. to promote access to mortgage credit.

Freddie Mac does not loan money to would-be property owners the way that banks do. Rather, it participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities. The secondary mortgage market consists of institutions engaged in buying and selling mortgages in the form of whole loans (i.e., mortgages that have not been securitized) and mortgage-related securities.

Due to the housing/mortgage crisis in America, Freddie Mac currently focuses on “meeting the urgent liquidity needs of the U.S. residential mortgage market, lowering costs for borrowers and supporting the recovery of the housing market and U.S. economy.” Specifically, Freddie Mac states that it is working toward reducing the number of foreclosures; making homeownership and rental housing more affordable; and helping families keep their homes.

McGrath & Spielberger, PLLC provides assistance to borrowers in need of mortgage relief services, such as mortgage loan modification, foreclosure negotiation, refinancing, and deed-in-lieu or other negotiated settlement resolutions. These professional services may include dealing with mortgage loans owned or securitized by Freddie Mac.

Contracts Mt Pleasant SC  –  Contracts Charlotte NC
Posted in florida, georgia, Government, homeowner, Life and the Law, loan, mortgage, North Carolina, Ohio, south carolina, Tennessee

We’ve heard of Fannie Mae; what, exactly, is it?

Posted on December 23, 2011 by g83js92js91
Categories: Collections, Credit, Debt, florida, georgia, Government, homeowner, Life and the Law, loan, mortgage, North Carolina, Ohio, south carolina, Tennessee
Fannie Mae was created by the United States Congress in 1938 to support liquidity, stability, and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae itself has stated that it has “a mission to expand affordable housing”.

Fannie Mae does not originate loans or lend money directly to consumers in the primary mortgage market because Federal law prevents it from doing so. However, it does purchase mortgage loans and mortgage-related securities. In other words, while you can’t get a loan from Fannie Mae, Fannie Mae might end up owning your mortgage loan.

Fannie Mae also often securitizes mortgage loans originated by lenders into Fannie Mae mortgage-backed securities (called Fannie Mae MBS)  and makes other investments which are intended to increase the supply of affordable housing.

McGrath & Spielberger, PLLC provides assistance to borrowers in need of mortgage relief services, such as mortgage loan modification, foreclosure negotiation, refinancing, and deed-in-lieu or other negotiated settlement resolutions. These professional services may include dealing with mortgage loans owned or securitized by Fannie Mae.

Foreclosure Charlotte NC – Real Estate Charlotte NC – Contracts Mt Pleasant SC
Posted in Collections, Credit, Debt, florida, georgia, Government, homeowner, Life and the Law, loan, mortgage, North Carolina, Ohio, south carolina, Tennessee

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  • Business Ownership Deals (Part 6 of Series): How Many Different Attorneys Need To Be Involved?
  • Business Ownership Deals: Buying And Selling (Transferring) Membership Interests In LLCs – Part 5, Filings With The Secretary Of State
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