Legal Question in Business Law in California

Probably. A corporation is generally not considered fully dissolved until its business is wound up and assets and liabilities distributed, assumed or otherwise taken care of. A complete review of all the relevant facts and circumstances of your transactions would be required to give you a fully reliable answer.

Yes, indeed! A corporation does not cease to exist when it dissolves. It merely switches from a "business as usual" mode to a "winding up" mode. Its activities are limited to collecting its receivables, disposing of its assets, paying its creditors, and the like. It cannot engage in manufacturing or product sales (except to dispose of inventory on hand). This is a transition period for the corporation, allowing it do do only what is appropriate to going out of business in an orderly, decent and honest fashion. Assigning its leases would certainly be one of the acts that it could do after dissolution and during winding up. I assume the landlord does not object to the assignment.

Who cares? All that matters to you is if the landlord accepts you as a tenant, and that is his right to decide with or without a 'legal' corporation. Go talk with him and persuade.

Assignment of lease should be allowed first in the principal lease agreement between the corporation and the landlord. If assignment to you is allowed, then the termination of the corporation is of no consequence. However, in order to have peace of mind, you should talk to the landlord and ask him to sign an acknowledgment of the assignment of lease or convince him to execute another one with the same terms as that previously assigned to you.

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