Legal Question in Business Law in California

From a lawyer's point of view, the possibility (or fact) that a corporation that dissolved more than four years ago owes you money doesn't present a strong possibilty for effective action. First, in many states including California, the statute of limitations would be a defense to a legal action to sue for breach of contract - if the money owed is based on a contract-type claim. The time limit is four years in California for a suit based on a written agreement, running from the time the contract was breached. If you are owed based on an oral contract, the time limit is two years, and for many tort-related claims it is three years, often less.

Next, collecting from a corporation that has dissolved, or from its successor, presents special problems. Basically, a corporation can go out of business and dissolve, and if done properly in all respects, there is no one to look to for the terminated corporation's liabilities. True, it isn't always that clean and simple. There is alter-ego liability and the responsibility of managers handling a corporate dissolution and wind-up to pay third-party debts before turning any money or other property over to insiders. There are other duties placed on the sellers of businesses that will be continued by a buyer, and so on, but prosecuting, winning and collecting on such claims is not child's play.

If the sum owed you is significant and you are really serious about pursuing the individuals who are carrying on the business in another entity or format, you'll need to retain a business attorney with substantial experience in pursuing corporate debtors and their principals.

You'll only collect money if you file a lawsuit, prove your case, and win a judgment. You can try if you are still within the statute of limitations [at most 4 years], and if the company that owes you money actually still exists. If it doesn't, you'd have to be able to pierce the corporate veil through to the old or new owners. Not easy or likely. If you're timely, and if the amount in question is worth the time and money you'll spend to pursue, then feel free to contact me.