What happens to a dissolving corporation that cannot afford to pay its franchise tax fees? What happens to a corporation, or any of its executives, when that corporation is dissolving but has unpaid state franchise tax fees that it does not have the assets to pay? Can these corporation liabilities transfer to their executives?
What happens to a corporation, or any of its executives, when that corporation is dissolving but has unpaid state franchise tax fees that it does not have the assets to pay? You can't get blood out of a turnip, even if you are the tax collector. This said, if assets were transferred without consideration to someone, the tax due could be recovered from the recipient of the assets in a fraudulent transfer action against that recipient. Can these corporation liabilities transfer to their executives? Depends upon what the applicable state statute says. More than one state has franchise taxes and the consequences for violating them are not the same. The magnitude of the taxes are also not the same. In some states it is basically an annually filing fee of a couple of hundred dollars or less, and simply forcing the corporation to dissolve for nonpayment would be considered punishment enough. In California, franchise taxes amount to a full fledged and significant state level corporate income tax. Many states impose personal liability as a matter of law on directors of corporations that pay dividends or make liquidating distributions to owners of a corporation when it is insolvent.
&quot;Could Maine pass a law making New Mexico corporations and LLCs legally nonexistent in Maine (and removing the corporate veil in cases where Maine courts have jurisdiction)?&quot; No. The full faith and credit clause of the U.S. Constitution, and the dormant commerce clause doctrine of U.S. Constitutional law would both invalidate a Maine law to that effect. One might think that the privileges and immunities clause of Article IV, Section 2 of the U.S. Constitution (as opposed to the privileges and immunities clause of the 14th Amendment) might also invalidate this law (e.g., it also prohibits residents of another state from obtaining occupational licenses in a state). But, this is not the case, because the U.S. Supreme Court held in Paul v. Virginia, 75 U.S. 168, 180 (1868), that corporations are not protected by the privileges and immunities clause. See generally, here. This doesn't mean that Maine couldn't regulate foreign corporations in some manner that doesn't unduly discriminate against out of state corporations. For example, most states require out of state corporations that do business in that state to pay a small fee and make a simple filing with the Secretary of State of that state authorizing them to do business in that state as a precondition to filing lawsuits or counterclaims seeking relief in their state's courts. But, this is far from a denial of the very existence of the out of state corporation and doesn't, for example, prohibit the out of state corporation from defending itself against suits brought against it in that state's courts. Likewise, it does not prohibit an out of state corporation from owning property or from affording limited liability protections to its owners.
Tim Lymington got it right in the comment. If they don't get a wage, but expect a share of profit and/or loss, they are your partners and would be "members" of the LLC. Then you don't need workers comp or even to pay any salary at all. Of course, they will also be entitled to a share of the business, but from the description it sounds like they should be.
They can't simply keep the money; that's against the law. But in a situation like this, it's easy to get lost in the bureaucracy. The company may be in violation of different laws, re: For Your Information | United States Department of Labor, so you can try pointing this out in another email or letter. The threat of the Feds or other enforcement agency looking into the matter may make something happen. Or, try this: find the CEO (or a similarly high-ranked executive) on LinkedIn; many have open messaging in interest of good PR. Message/email them and carefully (and nicely) explain the situation. (A CEO will likely have an assistant monitoring their LinkedIn account. But, there are many stories of Steve Jobs, Bill Gates and Jeff Bezos personally responding to emails.) Someone will make it happen and the employees who have not been helpful will be in hot water.
If the employee has the choice - bonus and membership, or no bonus - then I expect the offer to be legal. Since it is a real bonus and part of your salary you will have to pay income tax on it. What might be illegal, but not your concern, is if your company tells investors how well the company is doing, and how well the membership scheme is doing, when in reality 80% of members are employees paying effectively nothing.
This is neither unusual nor illegal, assuming that the buyback price is specified in the agreement. If your friend does not wish to take advantage of the "nice discount" he can decline the deal, and decide for himself whether he wishes to buy shares without restriction, at the market rate. (It would be interesting to know what happens if he sells his shares and then leaves the company. I am fairly sure the agreement will cover this, but requiring an ex-employee to buy shares and then give them to the company could be considered unconscionable. That might be worth asking a lawyer about).
You are describing a liability suit. My sense is that based on the facts you describe you will face two serious challenges to making a successful case. Damages and liability. In order to win a liability case, you must first establish that you have been damaged in some way. According to your facts, your damages are at best, the replacement value of a used controller. I'm guessing that's what, $20 or so? That doesn't cover the cost of an attorney's time to even begin to hear your version of the facts, much less give you advice or pursue a case for you. After you establish damages, you must prove the company is responsible or has some share of liability for causing your damages. Again, I think this is going to be an obstacle for you. Not placing a warning that the game will affect you by causing you to throw your controller and be mean to your mom would be unprecedented if you were to prevail. AFAIK.
The company pays you a salary A. They need to withhold some amount B of that to give to the IRS. Now, if they pay you only C and withhold amount D that is based on that amount, and then make a separate tax-deductible donation E, that means the IRS does get not only an amount D that is smaller than B, but also the company can deduct E (in part) from their own taxes. As a result, that sounds like tax evasion on the face. However, if they still pay you A, withhold B (the tax on the whole amount), and payout C to you as well as the donation as part of your salary, that could possibly be a legal way - though you might want to consult your tax consultant.