Legal Question in Business Law in California

revoke corporation status

I have a small repair bussiness . I formed a s corp in nevada.I had back tax from 03 to 06 to secretary state of nevada.My question can it be pierce during this period.


Asked on 1/22/07, 12:48 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: revoke corporation status

It isn't clear whether or why California law, or Connecticut law, would apply to your question. If this was a Nevada corporation, suspended by the Nevada Secretary of State for non-payment of Nevada's corporation franchise tax, the issue of whether suspension allows piercing the corporate veil would, I think, be decided under Nevada law.

The only exception I can think of is that if taxes were also delinquent in California, and the business was active enough here so that California registration was necessary, the corporation might be vulnerable to veil-piercing here.

Actually, I believe the question of whether transacting business while suspended results in a piercing of the veil is an undecided issue in California - in other words, the courts of appeal have not considered the question. Who knows, your case may make legal history.

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Answered on 1/22/07, 9:15 pm


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