Change in Control Purgatory

[ChachasKatsi]

Hey all,

Looking for any and all advice on the pickle we've ended up in. So, I recently bought out all of the shares of a micro-distillery run by a couple and have submitted the amended DSP paperwork for the TTB to approve the change in control of the company. I did this on paper, sending in a ream of documents to the National Revenue Center in Ohio. Because of that approach, I can't check on the progress of the proposed amendments. More importantly, I still cannot get signing authority because the TTB does not recognize me as a legitimate officer in the company yet. This prevents me from applying for COLA's or even paying excise taxes. So far, we've just had to have the previous owner do these things for us, but obviously this is not ideal. He's not involved in the business anymore in an active way and is moving out of state to boot.

Anyone have a similar experience or tips or loopholes to getting signing authority faster?

Thanks and all the best,

Nick

[Jedd Haas]

Looks like several things were done in a less than optimal way. Here is what you potentially should have done:

1. Had an agreement to transfer an initial percentage (say, 20%) to you.

2. Payment for remaining 80% held in escrow until all permits transferred to you.

3. Have yourself added as signing authority via Permits Online; have yourself registered for Formulas Online and Colas Online, and have your account for pay.gov set up. Until all of these steps are complete, do not proceed to step four.

4. Transfer remaining 80% to you.

5. File Change in Control via Permits Online. Do not send paper forms!

6. Transfer or re-file for all local  and state permits.

7. After all permits are in your name, release remaining payment from escrow.

8. Probably have a consulting agreement with the former owners to ensure you're filing your monthly reports correctly.

As to what you can do now? Start calling the TTB. Find out if they even have your paperwork. You may be in for a long wait just to get someone on the phone. Maybe re-file what you can in Permits Online, along with an explanation for the duplicate filing.

[dhdunbar]

Nick;

I missed this the first time around

Did you ever get this worked out?  My experience is that TTB will try to help you if they understand your problem, but if you are still having problems, send me a personal message.  

FYI, you can't file via permits on line if the original application was on paper.  Buying the stock ensured continued operations as long as you let TTB know within 30 days.  But not having anyone with power of attorney to sign on behalf of the corporation is a pain, both for labels, but also for reports and returns.  Also FYI - neither the Power of Attorney form or the signing authority for corporate/LLC officials form require approval.  They need only be on record with TTB.  Specialists may not recognize this, but there is no space for appproval.  The POA has a space that says the date it was "received for filing."  That's it.