Discussion:Ralite letter of resignation

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Discussion Forum Index --> Tax Questions --> Ralite letter of resignation


Susan5674 (talk|edits) said:

29 August 2008
Hi,

Can someone help me with this letter? I think I want something like: "Pursuant to the Ralite Corporation case xxx, Shareholder John Doe hereby relinquishes 100% of his shares of stock back to XYZ, Inc. in exchange for no consideration. Shareholder John Doe hereby resigns as President and Director of XYZ, Inc. as of this date 8/29/08"

Am I missing anything? Susan

Sandysea (talk|edits) said:

29 August 2008
You an attorney Susan? In FL, this would be practicing law.

Riley2 (talk|edits) said:

29 August 2008
Not sure that the letter would have any effect on shareholder liability. Under Ralite, if the FTB even suspected that the corporation made payments or distributions to a shareholder for less than adequate consideration, the shareholder could be held personally liable for unpaid California corporation taxes.

Susan5674 (talk|edits) said:

29 August 2008
Riley2,

Thanks for the response. The shareholders are definitely getting no payments or distributions. They just need to resign from the FTB $800 annual payment requirement. Isn't this what Ralite was about, in part?

Riley2 (talk|edits) said:

30 August 2008
No, not really. Ralite is all about transferee liability. Shareholders cannot be held personally liable for corporate liabilities in most cases, unless the shareholders received property, including cash, from the corporation and did not give adequate consideration for the property or cash received.

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