Legal Question in Business Law in Maryland

I bought a Paving business about 5-6 years ago and used the same fed ID # but have filed no taxes. I want to start doing things correctly{ex: Setting up Payroll, paying payroll taxes, business taxes.....} I was thinking I would just change the name of the company and get a new Fed ID# and just go from there and do everything by the book and deal with what comes up with the original Company as it comes up? What is my options?

Asked on 3/26/15, 9:48 am

1 Answer from Attorneys

Cedulie Laumann Arden Law Firm, LLC

Options for someone who bought an existing business depend heavily on how the sale/purchase got set up initially. For instance, options vary depending on whether you purchased only the assets of the business OR whether you took over the stock of a corporation. If personal property returns have not been filed in several years it is highly likely that the entity was forfeited by the State Department of Assessments and Taxation.

If the business charter was forfeited, there is a process to get it back in good standing. This requires at a minimum filing back personal property returns, paying the annual fee for each, getting tax clearance certificates and filing Articles of Revival. This may or may not solve the whole issue.

In either event it would be prudent to consult with an attorney who can review your sale documents and your existing set-up. An attorney may suggest either forming a new entity, converting an existing entity or simply reviving the charter of an old entity. Note that regardless of the mechanism, one must deal with unemployment insurance and payroll taxes if any employees came with the deal.

While this general information doesn't substitute for getting specific legal advice I hope that it helps give a general overview of the process.

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Answered on 12/23/15, 5:44 am

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