Legal Question in Business Law in California

Someone forged my husband's name and listed him as president of a CA corp. Will filing( updated Statement Of Information or such) with the Secretary of State be an admission of resignation? Legally he is not resigning since his name was fraudly added. Can he clear his name that easily or do we have to have an attorney file on our behalf? The forger has some lawsuits and now they are going after my husband because they think he is president.


Asked on 8/04/09, 11:33 am

1 Answer from Attorneys
Nina Ortega

As a general rule, corporation shareholders and officers are not personally liable for the debts and obligations of the corporation, so even if your husband were the President at the time (which I understand he was not), then he should have nothing to fear. Your husband, therefore, has two defenses: forgery and corporate shield.

However, there are some notable and important exceptions to the general rule mentioned above, and if your husband is sued he will need to consult an attorney for advice.

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Answered on 8/04/09, 11:45 am


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