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Thread: Folding an Inc.

  1. #1
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    Folding an Inc.

    Hey,

    I'm in a bit of a sticky situation and any advice would be appreciated.

    Basically here is the scenario,

    A while back me and some others started what was to be a non-profit website it was registered in Massachusetts. I was not one of the signing officers when it was created but I later agreed to be treasurer (I have a paypal password is as far as that role goes). There were problems in the group and people dropped out (resigned) the main guy who created it also resigned he was the one in Mass and that knew how stuff worked. I am Canadian and have no idea.

    Anyways after people started dropping out we decided to either refund or donate the money in our paypal and then dissolve. (I have since been told it is up to the courts to decide what happens with this money). After this was decided even more people dropped out leaving the actual job of disolving to three people (none of us are American).

    Now I went and searched the Mass gov site and found the inc certificate http://corp.sec.state.ma.us/corp/cor...FEIN=202172339
    I am not listed on this, so does that mean even though I accepted the role it wasn't official? Can I even do anything

    I'm starting to worry becuase I don't know what the implications are as I have this money in the paypal account I dont wanna get myself into any trouble or anything. If I cant figure it out an/should I just resign, then what do I do with the paypal, is it possible for everyone to just quit?

    So yeah anyone have advice?

    Thanks in advance.

    Steve

  2. #2
    Word Painter silver trophy Shyflower's Avatar
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    Quote Originally Posted by theoverpass
    Hey,

    I'm in a bit of a sticky situation and any advice would be appreciated.

    Basically here is the scenario,

    A while back me and some others started what was to be a non-profit website it was registered in Massachusetts. I was not one of the signing officers when it was created but I later agreed to be treasurer (I have a paypal password is as far as that role goes). There were problems in the group and people dropped out (resigned) the main guy who created it also resigned he was the one in Mass and that knew how stuff worked. I am Canadian and have no idea.

    Anyways after people started dropping out we decided to either refund or donate the money in our paypal and then dissolve. (I have since been told it is up to the courts to decide what happens with this money). After this was decided even more people dropped out leaving the actual job of disolving to three people (none of us are American).

    Now I went and searched the Mass gov site and found the inc certificate http://corp.sec.state.ma.us/corp/cor...FEIN=202172339
    I am not listed on this, so does that mean even though I accepted the role it wasn't official? Can I even do anything

    I'm starting to worry becuase I don't know what the implications are as I have this money in the paypal account I dont wanna get myself into any trouble or anything. If I cant figure it out an/should I just resign, then what do I do with the paypal, is it possible for everyone to just quit?

    So yeah anyone have advice?

    Thanks in advance.

    Steve
    Although you were the unofficial treasurer, there is a treasurer listed on the certificate. I would contact both her and the president and make arrangements to transfer any remaining funds to them. Although I am not an attorney, I believe they are the ones legally responsible for any disbursement of corporate funds.
    Linda Jenkinson
    "Say what you mean. Mean what you say. But don't say it mean." ~Unknown

  3. #3
    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    It's a non-profit, so special rules apply. It's hugely illegal to just split up the revenue and walk away from it. You have to file a wind-down tax return, get clearance from the state (and the Fed) and do a bunch of paperwork before you can close the corp. Unlike a for-profit corp, you can't just let a non-profit corp dissolve (especially in Mass) or the state will come looking for you for possible fraud.

    In a non-profit, the only money that the principals would presumably get would be their salaries - non-profit officers and board members arent' allowed to take disbursements or draws. So, whatever the original intention for the money was (give it away, provide a service, whatever) should either be completed or the money donated otherwise and with full documentation. Then, hire a cheap accountant to wind-down the corp and be done with it.

    Legally, you have nothing to do with the company. You are owed nothing, and have no responsibility. If you have a personally owned PayPal account with money in it that belongs to the corp, I'd write a check from that account to the corproation, send it registered mail. Then, send copies of the check to the officers and absolve yourself of the business.

    This kind of situation can be quite a mess. Get a lawyer and an accountant with the remaining cash and start winding down ASAP. You'll be lucky to have it done by year's end.
    The fewer our wants, the nearer we resemble the gods. Socrates

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    Serial Publisher silver trophy aspen's Avatar
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    I would just walk away, do what dhecker says and walk away. Its not your problem.
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