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Can you convert sole proprietor to corporation? same person in both

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johndoe88800


Arresto Menor
Can you convert a sole proprietor owned by Mr. A to a corporation with Mr. A as one of the incorporators so you do not need to close down the business? Thanks a lot for any help.

Just want to transfer the business from sole to a corporation.

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taxconsultantdavao


Reclusion Perpetua
yes. that is legally permissible because it is not prohibited by law. you can convert a sole proprietor to a corporation where Mr. A is one of the incorporators.

You need not close down the actual operations of the business while you are retiring the sole proprietorship business and convert the same to a corporation. But for legal intents and purposes, you are actually closing down the sole proprietorship business. and You are creating a new business entity by incorporating a new corporation. If you have to be strict about it, there is no actual conversion of the sole proprietorship business because you are actually terminating the life of the sole proprietorship business with the Business Bureau and BIR. In effect, there is no continuation of the life of the sole proprietorship business into another entity. One has been ended and a new business entity is created .






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taxconsultantdavao


Reclusion Perpetua
Terminating or retiring the sole proprietorship business with the Business Bureau may be easier than retiring your business with the BIR.  and it is cheaper to retire the sole proprietorship business with the Business bureu than it is to retire it with the BIR.   Just ask the Business Bureau (City Hall or Municipal Hall) what are the documentary requirements for the retirement of business with their Office.

The real problem will enter when you retire your sole proprietorship business with the BIR.   This is the dreaded time when the taxman will wield its dreaded pen and in a single stroke, you will be assessed of taxes which you might have  not known it ever existed.   Just consult your accountant about this matter.

Just inform me if you want me to continue and elaborate further.

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Jeriah09


Arresto Menor
What are the steps for converting from Sole Proprietorship to Corporation and how long it takes to process? Thank you.

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taxconsultantdavao


Reclusion Perpetua


I repeat, hindi ho iyan conversion in simplest terms. retire ka sa sole proprietorship mo sa business bureau at bir, at mag gawa ka ng bagong corporation where isa ka doon sa incorporator.

anong processo? pumunta ka sa city hall at magtanong ka doon anong processo para mapa retire mo ang sole proprietorship mo na business permit . pumunta ka din sa bir. magtanong ka doon papaano. magtanong ka din doon kung ilan months makuha. ang business permit iretire, madali lang. ilang weeks lang. ang bir registration, I retire, mga 2-3 months depende iyan if ipa audit pa ng Taxpayer's Service SEction Chief ang business mo. option nila iyan lalo na if me makikita na me tax potential ka like di ka nagbabayad ng tamang buwis.

while ginagawa mo iyan, pumunta ka din sa SEC. itanong mo papaano mag gawa ng corporation. it is as simple as magawa ka ng bagong corporation. Huwag ka lang magkamaling magtanong ng papaano ba iconvert ang sole proprietorship to corporation? kasi baka mali ang ibibigay nila na sagot sa iyo.


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CPA-Lawyer


Arresto Menor
you better ask SEC for further info. it will take you just 30-45 days. just prepare your articles of incorporation and your by-laws. of course, visit their websites, it will give you the list of requiremetns.

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Daniel borja


Arresto Menor
atty,

Good day and more power po!Just wanted to ask, my parents got separated for 6 mos now, we have a family business but registered as sole proprietor in 2001 under my father's name.no prenup between them.they are legally married on sept5 , 1977. my father stop supporting financially my mother since january 2014,hence, she dont have a choice but to file a case in court, RA 9626 under the provision of economic violence.now, my father says that my mom will not get any single cent from the business, just to make this story short, he terminates the sole proprietor and change it into a corporation with out the concent of my mother.he did this just to avoid the absolute community property regime. all the properties are under my parents name.now, just to make this corp looks legal, he gave a small share for my mom on the corp and the rest distributed to my father and 4 siblings.easy way not to get the half of my mom share.my question is, can we file a petition for the newly formed corporation to be null and void since we had pending case with respect to this properties? and as stated by their lawyer(a very prominent lady lawyer because of high profile cases) argument in court, sole proprietor business is not part of the conjugal property.is this true? salamat...

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CPA-Lawyer


Arresto Menor
if the property is under the name of the sole proprietorship, such property belongs solely to the sole proprietorship. since your parents married before 1986, their marriage settlement is govern by conjugal partnership of gains. meaning, the business itself is not common property. however, any fruits from the business shall belong to your mom and to your dad.

if your dad is forming a corporaiton, make sure that the properties under such corporation's name are not those property acquired jointly by the efforts of your parents and that is outside the sole proprietorshiop business.

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Daniel borja


Arresto Menor
Thank you for prompt reply atty.cpa-lawyer,

All properties were acquired with joint effort of my parents, all titles are named "father maried to mother"... my mom help my dad from day1 of the business.we can prove that in court.now they transferred all those properties to corporation without the consent of my mom

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CPA-Lawyer


Arresto Menor
properties acquired thru sole are exclusive property of your father. outside that one, belongs to ur mom and dad. this is very technical matter which we have to dig dipper. better consult ur lawyer.

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marnieyesiam


Arresto Menor
A question related to corporations...

A friend of mine is planning to put up a corporation but is not sure if it should be stock or non-stock (but for-profit) corp. They are leaning towards non-stock since they do not want to sell stocks/shares. Although non-stock by definition is non-profit and are usually foundations, I've read that it is possible for it to be for profit but dividends/earnings will only be distributed after liquidation...? Is this always the case or are there exemptions? Also, can they register as stock but not sell stocks?

I'd also like to apologize in advanced if I shouldn't be asking these things to lawyers... I just couldn't find a thorough explanation or differentiation on the two and can't find anyone who knows.

Thank you so much!

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CPA-Lawyer


Arresto Menor
non-stock does not necessarily mean non-profit. you can be non-stock while the members may profit. its just that there are things that non=stock cannot have that stock has... cant elaborate further coz it might take me an hour. just read the corporation code of the philippines or any book regarding stock and non-stock corporations.

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jaytee78


Arresto Menor
Hi po. Regarding po dun sa from sole to corporation...so pag naretire na po ung sole proprietorship and gumawa na ng bagong corporation, can the new corporation keep the business name of the retired sole proprietorship business? Thank you po.

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