Legal Question in Business Law in California
If a California corporation if FTB suspended, can it sell the corporation or shares in the corporation?
1 Answer from Attorneys
An FTB-suspended California corporation cannot do anything except take steps to become revived, become tax-exempt, or change its name. However, please note that a corporation does not own itself, nor is it likely to own all of its shares. The shareholders (other than the corporation if and to the extent that it holds "treasury shares") are free to dell the shares they own, although in doing so they need to disclose all relevant facts to buyers, including the fact that the corporation is suspended and the reasons for that, e.g. failure to pay taxes. The transfer of shares from an existing to a new shareholder may also be complicated by the fact that the corporation cannot, among all the other things it can't do while suspended, record the transfer on its shareholder records.
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