Legal Question in Business Law in California

You haven't provided any information about the status of the corporation. Unlike partnerships, corporations continue to exist after withdrawals, separations, etc. Has/have the remaining shareholders continued to run the corporation, or have they abandoned ship?

I'm guessing that your "Assignment of Interest" transferred your shareholdings in the corporation to one of the other two shareholder/owners. I'll also assume that you resigned from the board and officer positions you then held (if any). Finally, I'll assume that you were NOT the last one to do so, i.e., that the corporation continued to exist, to have a board capable of functioning (even if only one member), and perhaps even a business to run, after you severed ties.

If these guesses are accurate, you successfully bailed out of the business in time to avoid being stuck with winding up and terminating its business and filing of dissolution papers with the Secretary of State. You are probably also avoided liability for liquidating corporate assets and distribution of the net proceeds to creditors. In general, when a corporation ceases to operate and winds up its affairs, the directors are responsible for making sure that creditors get paid off 100 cents on the dollar before insiders get anything, including the company desks, ball-point pens, logos and trademarks, or utility deposit refunds.

Turning now to the notarized document. I doubt that it can be recorded, and I doubt that it falls anywhere into the Secretary of State's document-filing systems. If the other "partner" (corporations don't have partners) defalcated with corporate assets, there is a raft of additional questions to be asked to determine his culpability and who may be liable. Its existence may (15% possibility???) turn out to be helpful, but I think its main use would be to pinpoint the date of your withdrawal. It might also help show that you received nothing from the corporation.

Overall, your main concern should be that the corporation provides for its creditors in any shut-down process. A re-alignment of ownership and control is not, per se, a shut-down.