Legal Question in Business Law in California

As a president of a California corporation that dissolved, a company is now requesting info about the dissolved corporation. If I act on the letter responding to their information, am I opening myself to personal liability, since no board exists to authorize my actions?

Thank you very much


Asked on 8/24/09, 11:19 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

OK, I don't think you are opening yourself to personal liability by answering a letter with factual information. However, if you are already personally liable because there are facts and circumstances that would support liability under the alter ego (a/k/a veil-piercing) doctrines, any information you give out might make it easier for a prospective plaintiff to put together its case against you.. In addition, you might be personally liable to unpaid creditors of the dissolved corporation on a related by different principle if you received distributions of money or property from the corporation without paying all its debts first. An example might be if you took home that walnut desk you used to sit behind, but stiffed the copier leasing company for payments 33 through 48 on the copier lease. Talking to the creditor doesn't create the liability, it just passes along information needed to sue you if you are already liable.

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Answered on 8/25/09, 12:28 am


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