Legal Question in Business Law in California

Re: S Corporation

If you found a page of basic information about the corporation on the Secretary of State's Web site, please be advised the information will still be there 100 years from now, whether the corporation is active, suspended, merged out or dissolved. It is a permanent record. The person whose name shows is there because he/she is the registered agent for service of process. The only way to get rid of these records is to change the corporation's name, as I recently discovered. The old record under the original name will disappear, and a replacement record under the new name will take its place.

Corporate officers, including the president, serve at the pleasure of the board of directors, and removal of an officer normally requires action by a majority of the board acting at a properly-called meeting. On the other hand, nothing prevents an officer from resigning. (The first statement here can be modified by a contrary provision in the bylaws, and the last statement can be modified by contract between the officer and the corporation).

You probably have the right to see the documents, etc. of the corporation under both the Family Code (section 721) as a spouse, and the Corporations Code (sections 1600 to 1605).

Use of a corporate seal on documents is not mandatory and the absence of a seal on a contract or other instrument does not affect its validity.

Whether a company is "in business" and whether a corporation continues to exist are separate matters. A corporation can exist for years without doing a single transaction. Further, dissolved corporations can do whatever business is necessary to wind up their affairs and shut down properly, including collecting debts, paying bills, selling off assets, sueing and being sued.

Whether it is legal for an officer, shareholder or director to allow someone else to use the corporation's name depends upon the authority the corporation has given the individual. It is not necessarily "illegal," if by that you mean an act in excess of the individual's powers and therefore subjecting the individual to a civil suit for money damages. Depends on the facts.

Re: S Corporation

Not enough information - too many missing variables and too much emphasis on most likely irrelevant details (e.g., corporate seal). You should pay a business attorney for an hour or two of time to review the documents and transactions and advise you of your rights accordingly.