Legal Question in Business Law in California

Re: Suspended corporation name

You are in trouble and you need help.

As conservator you have fiduciary responsibilities to your mother. These are serious obligations.

You need to hire an attorney who is knowledgeable about conservatorships and litigation.

You should also consider hiring a professional conservator to help at this point.

I cannot take this case, but I can refer you to a couple of professional conservators and attorneys in this specialized area of the law.

Re: Suspended corporation name

If you can't resolve the problems yourselves, then you're going to need to hire an attorney to help sort this out. It may require lawsuit[s] against anyone that has improperly taken or used her assets and money [to recover them], and/or filing a conservatorship to gain control and authority to deal with her assets. Time is running, don't delay. Feel free to contact me if serious about getting legal help.

2nd part of response - Suspended corporation name

As conservator, if you actually have that court ordered authority, you are obligated to protect her and her assets, and should take whatever legal action required to do so, including to recover property, set aside transfers, reinstate and manage the corporation, etc. You'll get specific court orders to do so upon proper motion. Feel free to contact me for help.

Re: Suspended corporation name

You are going to have to, using an attorney, resurrect the suspended corporation and sue your brother for the stolen money, and for a court order that the income belongs to your mother's corporation. Watch out for legal time limits.

Re: Suspended corporation name

You will have to establish that the previous transaction was a fraudulent transfer. There are other ways to establish your objectives. If you would like a free in person consultation at our office, let me know. You will have to gather whatever documents you have.

Best of luck!

Re: Suspended corporation name

First, when a corporation is suspended. it is vulnerable to loss of its corporate name. Any applicant can come along and start a new corporation using the exact same name as the suspended corporation, and at that point is is too late for the suspended corporation to get its name back.

A suspended corporation can be revived by an application process that can be a trifle expensive, because the back taxes and penalties will have to be paid. Any interested party can apply for a "certificate of revivor" as they are called, by squaring things up with the Franchise Tax Board and Secretary of State. It may take a couple months under the current state of affairs in California where many agencies are understaffed. Also, if someone else has taken the corporation's name during the period of suspension, the party seeking revivor will have to come up with a new name. Revivor will not act to restore a name that has been taken.

However, the brother's formation of a new corporation with the old corporation's name does NOT, in and of itself, make the new corporation the owner of the old corporation's assets, nor for that matter, liabile for its debts! If the old corporation is revived, it has the same assets and liabilities, tax loss carryforwards, etc., as it had before.

Your description of what the grant deed supposedly says doesn't make any sense. The grantor and the grantee are NOT the same! Your mom is NOT the corporation.....she may be its sole owner, but you are not your property, and your property is not you. A corporation is a separate entity, a legal "person" in the eyes of the law.

You need to (1) get a lawyer to help you; (2) revive the old corporation with a new name; (3) file a lawsuit to enjoin your brother's erroneous and probably fraudulent interference; and (4) learn about the responsibilities and duties of being a conservator before you get in deeper trouble!

If you were the conservator at the time the old corporation became delinquent in paying its franchise taxes or filing its biennial statements of officers, etc., both of which are frequent causes for corporate suspension, you may be held personally responsible for the consequences; you probably had a fiduciary duty to look after your mother's affairs including keeping current any corporation of which she was a "control person" through ownership of shares, being the sole director, etc.

The lawyer who set up your mother's conservatorship may bear a share of the responsibility. Of course, I'm slinging out advice and opinions without knowing many facts - but I think the bottom line is that you need to get a grip on this quickly, before the management of the properties slips deeper into adverse hands and more goes sour on mom and you.