Legal Question in Business Law in California

Re: Can a debtor collect a corporate bill from me personally when the corporatio

When the corporation was dissolved the outstanding bills should have been paid or the company should have filed bankruptcy to discharge the debt. Depending on your status in the company you could be held liable for the debt and your credit could be adversely affected. I would contact a lawyer to see what your liablity is in this matter. If you don't know one you can contact my office for a free, no obligation consultation or contact your local county bar association for a referral to a business lawyer. My toll free number is 877-546-9918. If I don't hear from you I wish you the best of luck in this matter.

Sincerely,

John Hayes, Esq.

Re: Can a debtor collect a corporate bill from me personally when the corporatio

During the corporation's existence and operation, the owners are sheltered from personal liability for most corporate debts as long as the corporation is run halfway properly.

However, when corporate assets are returned to the shareholders as liquidating dividends and the corporation ceases to function (whether formally liquidated or merely allowed to go moribund), the shareholders and directors -- anyone involved -- may become liable to creditors. The theory is that the creditors' claims on the corporate assets are superior to the claims of the shareholders, and paying liquidating dividends (or returning the invested capital by any other name) defrauds the creditors.

It might be a defense if, after diligent inquiry, you were unaware of the unpaid debt before taking money or property in the dissolution. It might also be a defense if you did not receive anything (money, property) from the windup and dissolution.

It is not a good idea to throw away or return unread any legal correspondence. Unless it is clearly not intended for you in any capacity, open it and read it. It could be related to a service of process or summons and you could end up getting a default judgment against you. It is probably time to consult a lawyer.