Spin-off company with all parent&#39;s debt? Out of curiosity, is it theoretically possible for a parent company to create a spin off company that holds all of its debt and no assets? Then the subsidiary spin-off company will declare bankruptcy and the parent company remains with only assets.
An arrangement like that (if successful) would be a fraudulent transfer in which creditors could gain access to the assets of the company's to which the assets were transferred, if pursued before the statute of limitations for doing so runs (typically four years from the date of transfer, or one year from discovery of the transfer, in the U.S.). In a bankruptcy, the bankruptcy trustee could exercise that right on behalf of all creditors. Also, the debt can't be transferred without the creditor's consent. To do the transaction, the assets would have to be transferred to a subsidiary, not the liabilities.
Your lease is with the LLC in bankruptcy - you should not be paying rent to anyone else. Unless and until the lease is transferred to someone else (in accordance with the terms of the lease or with your agreement) it will remain with the LLC. Contact the bankruptcy trustee to see how they intend to proceed. Providing the LLC keeps fulfilling its obligations under the lease there is no breach.
You are talking about "joint tenancy." I am familiar with bank accounts having multiple owners characterized as "Joint tenants with rights of survivorship" (JTWROS). This keeps the account out of probate: a death certificate simply removes the name of any owner who dies. But a probate court afraid that a deceased may not have enough assets to satisfy debts can still freeze the account for the duration of probate. These really are not tools for estate planning. For example, you can't use them to avoid gift or estate taxes. Also a JTWROS account is fully exposed to the liability/creditors of every owner. So no, a JTWROS does not shield assets from creditors. Finally, encumbrance of or distribution from a JTWROS account requires the consent of every owner. Any unresolved disputes are probably headed to court.
Is transferring money from a company where you're a director to a company where you're an employee considered money laundering? No. The scenario you outline seems too broad and generic. There are many possible, lawful reasons why company B could transfer money to its supplier, company A. Some examples are payment for the services that company A provided, an indemnization/settlement, and a buyout. The mere fact that B's director/shareholder is A's employee does not render the transaction(s) money laundering. Also, the statutory elements of money laundering vary by jurisdiction.
20th Century Fox have a trademark on "Simpsons." They have trademarks on "Bart Simpson", on "D'oh", on "Duff Beer". I would assume that they take their trademarks seriously. What you can't do is to use someone else's trademark to make people believe your commercial product is related to theirs. It's quite reasonable to assume that someone seeing your book in a store would think it is written by the makers of The Simpsons show and therefore buy it. Even if you say that isn't your intention, it is what would happen. I'd try coming up with some different titles, maybe "How to write animated TV shows" with "Example: The Simpsons" (well, you are the writer so you should come up with something better), and take them to a lawyer. And then contact the makers of the show (again asking the lawyer for advice how to do this) because even if your lawyer says the title is fine, that doesn't mean you can't be sued.
The only reason you couldn't take all the profits is if your business were a C-Corp. I don't know of any reason a single-owner LLC would elect to be taxed as a C-Corp. Multi-owner LLCs and LLPs are, for federal tax purposes, either an S-Corp or a C-Corp. When possible they can and should generally elect to be taxed as an S-Corp. IRS Pub 2553 lists the criteria for S-Corp election. (Employees have nothing to do with the question.) For tax purposes partnerships, sole proprietorships, and S-Corps are "pass-through" entities that are not expected to pay a corporate tax. In effect, whether you like it or not, you do pay yourself all of the profits each fiscal year, and they are taxed accordingly.
Can bankruptcy be used as strategy to avoid paying back investors? Are there examples of such behavior? In the United States, a Chapter 11 bankruptcy is frequently used as a way to cancel equity investments and to reduce or eliminate long term bond debt (especially subordinated bond investments) by senior management, in an effort to keep the business operating as a going concern and keep their elite senior executive jobs, and the jobs of many subordinate employees and contractors of the business. Pretty much every single business bankruptcy reduces the amount of return that investors in the company can receive from it (although there are rare cases when investors can be compensated in full in an orderly disposition of a company's assets but bankruptcy is filed to prevent a fire sale of assets in a disorderly fashion that would hurt investors, or hurt them more than the alternative outcome). A key factor here is the segregation of ownership and management in most big businesses. A large equity owner in a company is in a poor position to defraud other equity owners in bankruptcy, however, and equity owners are behind debt investors in priority in bankruptcy, so it is also hard for the equity owner to use bankruptcy to defraud debt investors without hurting the large equity owner. In some ways, this is a variant on a leveraged buy-out by management, because usually, in a big business bankruptcy, a key step is for management to secure a third-party lender to the bankruptcy debtor (G.E. Capital was the dominant lender in this market for many years), to finance the continued operations of the business until a plan could be put in the place to reorganize the company with less debt and none of its old equity investors. This is almost never a strategy of the company at the outset. It is one that is chosen once it becomes clear that its business model has ceased to be viable with the amount of leverage that the business has. Often, in such a plan, some long term debt that is not subordinated is converted to equity, although that equity is usually worth less than the original equity investment of the investors in the firm. Typically, this strategy is used when a company with a large initial capital investment is in a market where it can still make a profit relative to its variable operating costs from the revenues it can secure in current market conditions, but can no longer afford to service its long term debt that was used to make that large initial capital investment (e.g. in a building or factory) that has decreased in value because the products made with that investment are no longer as valuable as they used to be, or because, for example, patents expired but the long term debt wasn't paid off during the terms of the patents. For example, many U.S. coal mining companies in the U.S. have recently had Chapter 11 bankruptcies. These companies made large investments in coal mining operations that were economically sensible when coal was worth more and alternatives to coal were not economically viable. But, when renewable energy became cheaper with changes in technology, and environmental requirements made coal fired power plants more expensive, the market price for coal collapsed and those companies could no longer support the debt that made it possible to conduct the mining operations that these companies had incurred. In a reorganized fashion, some of these companies could continue to be viable with lower sales volume and lower coal prices since they now only had to pay current operating costs and not obligations to investors in those companies. What are the mechanisms in place in US law to prevent people from creating a company to attract investors with the intent of filing for bankruptcy as a strategy to not repay their debt? This strategy doesn't really make sense as a plan from the issuing company's point of view, it only makes sense if the person promoting the scheme has some way to extract value from the investment made by the investors. The company itself that issued the securities (typically stock or corporate bonds) in which the investor invested also isn't a suitable target of litigation because the company that issued the securities simply doesn't have the assets to pay damages to the investors. If one can show that the company incurred debt with an intent not to repay it, and is followed by transfers out of the company without receiving substantially equivalent value in exchange to some third party behind the scheme, this can be regulated by fraudulent transfer laws. See Section 4(a)(2) in the Uniform Act numbering although individual states adopting the act as state law invariably number the sections differently). This conduct can also be used to seek securities fraud liability or common law fraud liability from the persons other than the company itself (such as its officers or brokers or promoters of some other kind) involved in promoting the company. Footnote Re Importance Of A Formal Bankruptcy The bankruptcy code component of this analysis isn't a particularly important part of the strategy. A limited liability entity can dissolve itself, or make an assignment for the benefit of its creditors of all of its assets, or be placed in a receivership, outside of bankruptcy, with similar effect, since the discharge of debts is not relief associated with a Chapter 7 liquidation of a limited liability entity (although debts can be reduced or eliminated as part of a Chapter 11 plan so long as the creditors are at least as well off as they would be in a Chapter 7 liquidation or otherwise consent to the plan).
The analogy in the other answer isn't particularly helpful because a company isn't tangible property like a truck. It is a legal entity that has not only assets and liabilities such as tangible property (trucks, computers), intangible property (trademarks), and loans, but also owners (shareholders), a board of directors, and officers. In an acquisition, another company buys up all the stock of the entity being acquired. The acquired company may continue to exist as a subsidiary, in which case it continues to have its board and officers, or it may be dissolved, in which case its assets and liabilities would be transferred to its new parent (or to another subsidiary of the new parent).