Transitioning Your Business from Public to Private

New Business

If you are starting a new business, then you simply name your business as a private family business. Do not contract at all with the State of State. When you do, they become a third party contractor in your business.

Do a Certificate of Assumed Name and put the business name in that document, record it on the Land Recording Office.

You will need a Common Law Agreement for work that you are doing with your private customer. They are very simple. I will perform this work (description) for $XX per hour or per piece. My hours will be, my completion will be…. or however best describes what is to be done. Outline roles and responsibilities. Either party has the right to end the agreement if there is not honor.
Banking is problematic because they just don’t have what we need.

But you can open an account in a credit union (stay away from Central Banks) as a non-interest bearing account.

You can add ” Redeem all money as lawful money per 12 USC 411″ on the application.

You will also need to send a letter to the Credit Union Bank President asking to do the same.

You can ask them to put this in your client file: https://www.law.cornell.edu/uscode/text/12/411.

Business from Public to Private Process

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1. Dissolve all fictitious entities starting with Articles of Dissolution with the Secretary of State. Make sure all fields match the Secretary of State’s office which can be found online.

2. Along with the Articles of Dissolution send a separate letter with all caps at the top stating NOTICE OF CANCELLATION

A. The corporation revokes the election made under Section 1362(a).

B. Full lawful name listed, address of business, Taxpayer ID #(SS#)

C. State who owns how much. Ex. John Doe owns 100%.

D. Date of Incorporation

E. Date of 100% or otherwise stockholder and name and date

F. Taxable year Ends- List the date you selected on Articles of Dissolution, make sure you give a week or 10 days from date of sending to be termination date.

G. Corporate Name Listed again as on Sec. of State website

H. EIN#

I. Write-I am sending notice of cancellation and Articles of Dissolution due to whatever you chose it to be. Ex. Lack of business due to COVID. Then effective date again.

4. Re-convey the business to the Land and Soil with a “Business Deed of Reconveyance” Red Ink Red thumbprint. This can be signed via video recording or facetime and sent to recording secretary.

5. Record a “Certificate of Assumed Name” with all the variations of your new business name. I kept the same names, just dropped the LLC or Inc for example.

6. Change all terminology to earnings and not income in your record keeping process, plus change checks, debit, credit cards, processer names, etc. to match the new name.

7. Zero out any property and file next year’s tax return up until the point of dissolution.

8. If you need to apply for an EIN# for your vendors, you can do that with a SS-4 application and fill out section 9a other-private trade non-commercial business. Line 16 is the same other and specify private trade. Line 10 select Banking Purpose-General. Line 17 -Private Trade. I did not put the SS# in Line 7b, but it was sent back requesting more info and I then filled it in with no spaces and put Foreign next to it. I did receive an EIN# back and they categorized me as non-profit. I sent a response back stating that we were not non-profit and repeated that we are private trade, non-commercial business. Still waiting on a response. Document and keep all records and mailing, faxing receipts etc.

Transitioning Your Business from Public to Private

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