Legal Question in Business Law in California

Yes, you can do an asset sale.

If a corporation's charter has been suspended or otherwise revoked by the Secretary of State of California, then the powers, rights, and privileges of corporation are suspended. Thus, the corporation cannot legally enter into a contract to sell its assets, or otherwise divest its assets to its shareholders.

A shareholder of a dissolved corporation need also be concerned with incurring liability to creditors for distributions of a corporation's assets to the shareholder.

You need to provide more details as to exact circumstances in order to obtain legal advise as to the best way to achieve your objectives.

Follow by "law blog" at http://johnbrowningesq.blogspot.com/

I'd tend to agree with Mr. Browning's answer, but have a few additions or qualifications.

First, you mention "my working interest" ...... This could mean a working interest you truly own personally - in which the corporation's problems are irrelevant; or it could mean a working interest that you own indirectly, through control of the corporation which in fact is the true owner of the working interest. In the latter case, the problems alluded to by Mr. Browning are very real.

Next, there can be a significant difference between "suspended" and "revoked" status. The latter is relatively rare. If the status were "suspended," I could advise you without research, but when the status is "revoked," I think the problems of dealing with the former corporation's affairs are much more complicated. Instead of merely obtaining a certificate of revivor by paying the back taxes and penalties, you are probably powerless to revive the corporation or to touch what was once its property without a court order, and the court will probably require everyone else who is in line to be paid off by the former corporation, including the Franchise Tax Board, to have priority in any liquidation of the assets.

If so, the working interest may turn out not to be yours, but the former corporation's creditors.

This opinion is based largely on guesswork, as I have never researched nor litigated the rights if any of a revoked corporation, but my hunch is that the corporation is dead as a doornail and has zero rights and zero property.