Legal Question in Business Law in California

Re: old corporation

Sale of the property would be consistant with "winding up" the business of the corporation. You should be able to activate the corporation for that purpose with no difficulty.

Re: old corporation

You need to do what probably should have been done 8 years ago -- properly wind up and dissolve the corp. If you need the assistance of a business attorney in this regard, please visit my website for assistance: www.incorporatecalifornia.com

Re: old corporation

Since the Corporation as not done business and/or file taxes more likely than not the Corporation is suspended. In order to revive the Corporation you must pay the minimum lot of taxes applicable to the Corporation to revive it for the period of time that it has been suspended. That is $800 per year for however many years previously unless the numbers were different. You can though establish an escrow and see if the title company will fund title insurance to the buyer on a suspended Corporation. What I say you I don't mean that you. You have screwed everything up. What she should done was transfer the property out of the Corporation before you cease doing business so you would a bit of this problem. What you should done was consulted attorney to properly cave the Corporation, disburse the assets and deal with the problems that you have that is barrier head in the sand. What you should have done, well it's too late now said that you have to unscramble the eggs. So what I mean is get an appointment with attorney who understands corporate/a business law and be prepared to pay the State of California a substantial amount of money. There may be alternative things that can be done but that would be up to an attorney to be able to tell you alternatives.I have practiced law in the San Francisco Bay area for over 30 years and feel quite confident in terms of my familiarity with your problem. If you wish to contact me to set up an appointment please call me at 925-945 -- 6000.

Re: old corporation

The corporation will be suspended, for sure. Suspended corporations lose substantially all their powers and certainly cannot convey land. A deed by a suspended corporation probably could be enforced by a bona fide purchaser for value, but the corporation could not lawfully receive the purchase price or distribute the price to its shareholders without violating several laws.

You'll need to work with the Franchise Tax Board and the Secretary of State (probably in that sequence) to obtain a certificate of revivor. You probably don't need an attorney but you will have to make a number of phone calls, ask a lot of questions, fill out some forms, maybe prepare some board resolutions, and pay a whole bunch of back taxes, penalties and interest.

A potential problem for you is establishing who the directors, officers and shareholders of the suspended corporation are. You should dust off the bylaws and make sure you have a duly-elected board. Most bylaws call for annual election of directors, and for appointment of the officers by duly-elected diectors. The revivor applications probably will have to be signed under oath by persons who swear that they are duly empowered.