Legal Question in Business Law in California
I am resigning as an officer from a California non-profit corporation. The Corp. owes me under 10,000, but can not pay it now. Can I record a note with the County or State, so that I do not have to file in Small Claims court, if they do not pay the amount owed?
1 Answer from Attorneys
IF you make sure it is entirely and arms-lenght transaction and you do not violate any fiduciary duties as an officer of the corporation, and there are clear and undisputed records of the pre-existence of the debt, the corporation can give you a promissory note for the pre-existing debt. Unless the corporation is giving you a lein on real or personal property as security for the note, however, there is nothing that can be recorded; it is simply an unsecured debt that you would still have to sue on if not paid. And if the corporation IS giving you security, be very very sure there is nothing questionable about how the transaction is handled. It's bad enough when an officer of a for profit corporation engages in self-dealing that steps over the line, with a non-profit you can get the IRS and state Attorney General interested. Unless the corporation regularly gives security for its debts, it could easily be viewed as improper to give it to a former officer.
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