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Suggestions on need for contract change on changing from a pc to sole proprietorship

  • 1.  Suggestions on need for contract change on changing from a pc to sole proprietorship

    Posted 01-10-2022 11:48 AM
    So far accounting reasons, I'm changing from a pc to a sole proprietorship effective 1/1/22.  Issue is how to handle contracts and invoicing for projects that overlap.  I've in the process of closing the pc and have started to bill under the sole proprietorship.  The client is asking if they need a new contract, or an amended contract or some other type of paperwork.  Just looking for any suggestions on how to handle.  And I don't want to keep billing under the pc as I don't want to show any income for the pc in 2022.  Appreciate any guidance,

    Larry


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    Larry Goldberg AIA
    lg+a architects, pc
    Matawan NJ
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  • 2.  RE: Suggestions on need for contract change on changing from a pc to sole proprietorship

    Posted 01-11-2022 05:29 PM
    It is a matter or assigning the contract from the prior entity (your pc) to the new entity.  If you're using an AIA standard form, there is language that allows for assignment of the agreement if the parties agree in writing, which can be accomplished with a simple Consent of Assignment agreement which needn't be much more than a letter describing the situation, stating that the new entity will fulfill all of the obligations of the contract as if it were the prior, and a signature line for your client that acknowledges consent of the assignment.

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    Kevin Miller AIA
    GSBS Architects
    Salt Lake City UT
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    Original Message


  • 3.  RE: Suggestions on need for contract change on changing from a pc to sole proprietorship

    Posted 01-12-2022 01:23 PM

    Hi Larry,

     

    Sometime ago I had an S-Corp for my architectural practice and a lawyer told me I could not practice that way. I changed it to a P.C., a Professional Corporation, then informed all my clients that I changed my corporate status and issued an Amendment to all the agreements with the new corporate name.

     

    I just moved my office from a separate office to a home office. My accountant informed me that as a P.C. and S-Corp, I could not deduct the home office expenses from my Federal taxes (and I assume NY State taxes as well). I have just asked the NY State Dept. of Education to change my status to a PLLC. This corporate form will allow me to deduct my home office expenses.

     

    I hope this helps. I recommend you inform your clients of your change and issue Amendments to the current agreements.

     

    Regards,

     

    Jeffrey

     

    Jeffrey Jordan, Architect, AIA

    44 Dalewood Drive

    Hartsdale, NY 10530

    T: 914.592.5402

    http://www.jjordanarchitect.com

     




    Original Message