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Post by Deleted on Jul 31, 2016 22:53:41 GMT -5
I want to be able to understand this clearly so please, if you know, post factual information with sources. 1) Raymond Urbanski Name: MANNKIND CORPORATION, RAYMOND URBANSKI DBA: MANNKIND CORPORATION Address: 1 CASPER ST LAB 208 DANBURY, CT 06810-6903 Credential: CSL.0001138 License Type: CONTROLLED SUBSTANCE LABORATORY Effective Date: 02/22/2016 Expiration Date: 01/31/2017 Status: ACTIVE Name: MANNKIND CORP DBA: Address: 1 CASPER ST DANBURY, CT 06810-6903 Credential: CSM.0000766 License Type: MANUFACTURER OF DRUGS, COSMETICS & MEDICAL DEVICES Effective Date: 07/01/2016 Expiration Date: 06/30/2017 Status: ACTIVE www.elicense.ct.gov/Lookup/LicenseLookup.aspx2) Hakan Edstrom: Director of MannKind Limited located in the UK from July 6, 2005 — Janruary 26, 2016 • MannKind Limited — Application filed to strike the company off the register September 27, 2015 (David Thomson also is on the paperwork) — MannKind Limited was dissolved on Janruary 26, 2016 beta.companieshouse.gov.uk/officers/A8qynK9ax8vG5nEgKrtwIeaqyVM/appointmentsbeta.companieshouse.gov.uk/company/05471047 |
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Post by matt on Aug 1, 2016 7:18:30 GMT -5
1. Mannkind needs to have an "establishment license" for each location where they operate. This is so FDA has a comprehensive list of the facilities that they need to inspect periodically. Each establishment also needs to list the name of the person responsible for FDA compliance at that establishment, and the address of the facility. It looks like Raymond Urbanski is the designated person. The license itself allows the company to handle controlled substances, including unapproved and experimental drugs, that they otherwise wouldn't be able to have in their possession.
2. Mannkind had a UK subsidiary with Hakan listed as the managing director, with somebody from Quayseco Limited listed as the resident managing director (they seem to be a resident nominee directors for many companies). Mannkind filed for voluntary dissolution so it was "struck off" which is UK legalese for administratively dissolved, thus the UK subsidiary is no more. |
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Post by Deleted on Aug 1, 2016 9:34:07 GMT -5
Thanks Matt. The DBA part threw me off. What exactly is the significance of having a dormant subsidary, and why do they currently not have a subsidary just because Hakan left the company?
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Post by matt on Aug 1, 2016 9:59:19 GMT -5
DBA means "Doing Business As" and is typical when the person is an employee. There is no significance to having a dormant subsidiary; the fact that there was a company will stay on the Companies House database for a number of years.
As to why they no longer have a subsidiary, you would have to ask the company. However, if they have no significant activity in the UK then why pay the fees? Having a subsidiary is not free because of the agent fees, franchise taxes, and so forth. It can easily come to $5,000 depending on the country and if you aren't getting any benefit, you might as well not pay.
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Post by Deleted on Aug 1, 2016 10:18:08 GMT -5
DBA means "Doing Business As" and is typical when the person is an employee. There is no significance to having a dormant subsidiary; the fact that there was a company will stay on the Companies House database for a number of years. As to why they no longer have a subsidiary, you would have to ask the company. However, if they have no significant activity in the UK then why pay the fees? Having a subsidiary is not free because of the agent fees, franchise taxes, and so forth. It can easily come to $5,000 depending on the country and if you aren't getting any benefit, you might as well not pay. Interesting. Reason I ask is because it appears that MannKind Limited was dormant from 2005-2016 and was never used. I wonder why they would dissolve it only when Hakan stepped down and not sooner? What does Hakan do these days? |
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Post by matt on Aug 1, 2016 10:48:49 GMT -5
A lot of companies have a lot of dormant entities. They are typically set up by overly eager lawyers preparing for a transaction that never happened, and then they never get liquidated, just as many worthless patents stay on the books accruing annuity fees, simply because it is easier to pay a lawyer's invoice than it is to take the time to thoughtfully prune the portfolio. This behavior happens in companies of all sizes.
I suspect Hakan's departure had nothing to do with it and it was simply a corporate effort to reduce spending. If the subsidiary had a purpose, it would have been easy to nominate a new director to replace Hakan. In most countries you can accomplish it with just a signature and one page resolution from the parent company.
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Post by agedhippie on Aug 1, 2016 11:13:54 GMT -5
The "quayshelfco 1164 Ltd" name is the one used by the agent to form the company. Agents pro-actively form companies and the rename them to the buyer's desired name. It looks like this one has never traded and they finally gave up on it last year and applied to have it dissolved. You can also simply not file accounts and after a period the company will be dissolved but in this case they did it properly, probably because the agent needs to remain in good standing with Companies House.
Running a dormant company in the UK incurs minimal filing fees, but the administration costs are annoying so if you don't intend to trade it's usually better just to fold the company. Likewise creation is very cheap so it's often easier to buy a company and throw it away than be delayed for want of a company.
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Post by Deleted on Aug 1, 2016 12:12:57 GMT -5
A lot of companies have a lot of dormant entities. They are typically set up by overly eager lawyers preparing for a transaction that never happened, and then they never get liquidated, just as many worthless patents stay on the books accruing annuity fees, simply because it is easier to pay a lawyer's invoice than it is to take the time to thoughtfully prune the portfolio. This behavior happens in companies of all sizes. I suspect Hakan's departure had nothing to do with it and it was simply a corporate effort to reduce spending. If the subsidiary had a purpose, it would have been easy to nominate a new director to replace Hakan. In most countries you can accomplish it with just a signature and one page resolution from the parent company. Interesting. Actually, it was Hakan that signed the strike off on September 3, 2015 because he was the sole Officer listed for MannKind Limited. Then, on November 20, 2015 MannKind announced Hakan had stepped down as the President, Chief Executive Officer and as a Director of MannKind Corp. So, are you still sure Hakan had nothing to do with it? Seems like he did. Pretty strange to have a dormant company in the UK for over a decade and with only one listed officer the entire time, and then dissolve it when said officer resigns from the parent company, no? Here is his signature on the official strike off application, along with no one elses (click the one from September 26, 2015): beta.companieshouse.gov.uk/company/05471047/filing-history |
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Post by matt on Aug 1, 2016 15:26:47 GMT -5
Hakan was the sole officer, but there is usually a requirement for a resident director (somebody who actually lives in the UK) and that is what Quayseco did. The same thing applies in most states; anybody can form a corporation in Delaware but you have to have a resident agent to accept official documents and court filings, and you must also have at least one officer. Agents typically will not act as the sole officer due to the legal liability.
I do think Hakan signed the paperwork, what I meant is that his filing to liquidate an inactive shell was coincidental to his leaving Mannkind. I have been the sole director of several foreign shell companies for my various employers. It really doesn't involve much work except keeping the local agent paid, at least until the point that you take the company active. Then somebody else usually steps in to run the day-to-day operations. The real question is why they kept it active for so long if they had no plans to use it. Maybe they did have plans and they just never materialized, but that is a question for the company.
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Post by Deleted on Aug 1, 2016 17:10:51 GMT -5
Hakan was the sole officer, but there is usually a requirement for a resident director (somebody who actually lives in the UK) and that is what Quayseco did. The same thing applies in most states; anybody can form a corporation in Delaware but you have to have a resident agent to accept official documents and court filings, and you must also have at least one officer. Agents typically will not act as the sole officer due to the legal liability. I do think Hakan signed the paperwork, what I meant is that his filing to liquidate an inactive shell was coincidental to his leaving Mannkind. I have been the sole director of several foreign shell companies for my various employers. It really doesn't involve much work except keeping the local agent paid, at least until the point that you take the company active. Then somebody else usually steps in to run the day-to-day operations. The real question is why they kept it active for so long if they had no plans to use it. Maybe they did have plans and they just never materialized, but that is a question for the company. Can someone do a voluntary strike off of their dormant Ltd company in the UK, and then form an Inc. in the USA under a different company name? Considering Ltd and Inc are the same thing, but one cannot use Inc in the UK. |
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Post by agedhippie on Aug 2, 2016 7:45:24 GMT -5
Can someone do a voluntary strike off of their dormant Ltd company in the UK, and then form an Inc. in the USA under a different company name? Considering Ltd and Inc are the same thing, but one cannot use Inc in the UK. They are different jurisdictions so yes. I am not sure that you couldn't use an Inc in the UK, however you would lose the protections that a UK company would give you and since the UK has a far lower business tax rate it would not really make sense. Generally operating companies in the UK if far easier than in the US in my experience. |
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Post by Deleted on Aug 2, 2016 9:18:02 GMT -5
So...MannKind Limited could have been dissolved and reformed into RLS then. Hypothetically speaking of course.
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Post by matt on Aug 2, 2016 10:07:43 GMT -5
No, not even hypothetically speaking. Mannkind Limited was a UK corporation and a wholly owned subsidiary while RLS is a Washington corporation as I recall. You sometimes see liquidation / reincorporation across state lines, as when the company wants to change its state of domicile, but you can't do that across country borders without triggering all manner of nasty legal and tax consequences unless the liquidated subsidiary is totally devoid of activity, both present and past, because liquidation triggers a deemed distribution under IRS Section 1248 (trust me on this, you don't want to know the details of Subpart F of the tax code).
However, if it was a pure shell company with a de minimus amount of cash (say $20), no liabilities and no retained earning then nobody cares what you do. Still, you can't change Mannkind Limited into RLS without notice because one was a wholly owned subsidiary and the other is not. That can't happen without the proper disclosures, and if RLS was a subsidiary then any royalties or other contracts would get eliminated in the intercompany accounting. |
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Post by cm5 on Aug 2, 2016 10:21:12 GMT -5
And, on what date, etc, would such reports be publicly available?
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Post by Deleted on Aug 2, 2016 11:27:45 GMT -5
No, not even hypothetically speaking. Mannkind Limited was a UK corporation and a wholly owned subsidiary while RLS is a Washington corporation as I recall. You sometimes see liquidation / reincorporation across state lines, as when the company wants to change its state of domicile, but you can't do that across country borders without triggering all manner of nasty legal and tax consequences unless the liquidated subsidiary is totally devoid of activity, both present and past, because liquidation triggers a deemed distribution under IRS Section 1248 (trust me on this, you don't want to know the details of Subpart F of the tax code).
However, if it was a pure shell company with a de minimus amount of cash (say $20), no liabilities and no retained earning then nobody cares what you do. Still, you can't change Mannkind Limited into RLS without notice because one was a wholly owned subsidiary and the other is not. That can't happen without the proper disclosures, and if RLS was a subsidiary then any royalties or other contracts would get eliminated in the intercompany accounting. So, who is right and who is wrong? You and agehippie are saying condradictory statements. Agedhippie said it could be done, you are saying it can't, but are throwing in a however statement. FYI—MannKind Limited had $1 the entire time, had $0 earnings the entire time and had no liabilities, hence, it was a shell. I guess that fits your however part. |
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