Legal Question in Real Estate Law in California

I had an incorporated Mortgage and realt state business up to 2007. On December of 2007 I close the business and I desolved the coporation. I had about 30 licencse agents who work as independant contractor under my Broker License. The atturney who created my corporation and served as an agent for the corporation received a lawsuite againt my corporation and other Lender who is responsible for funding the loan. The transaction was done by one of my agents. I was not personaly envolved on the transation other done being the broker. I have not done anything wrong that hurt anyone but is very possible that the agent that close this transation did. What it is my liability?

and can they sue a business that has close down?(corporation legaly disolved)


Asked on 10/16/11, 3:23 pm

2 Answers from Attorneys

As you should be aware, the broker licensee is legally responsible to see to it that all agents under his or her license conform to all of the DRE regulations and applicable laws. You don't mention whether these agents were under your personal license or a corporate license for which you were the responsible broker, and you don't mention whether you have been sued personally. So I can't really assess even on a guess-work basis what liability exposure you may have at this point. As for suing a dissolved corporation, no business is fully dissolved or wound up until all potential liabilities have been dealt with. It complicates things for both the corporation and the plaintiff, but it does not leave the plaintiff with no remedies at all. I don't recall off the top of my head what the corporation has to do to defend itself, but in any case it must be represented by counsel and it should be fairly easy for the attorney you choose to sort that out. Assuming the corporation was closely held, and any assets of the corporation went from being held by the corporation to being held by you individually as part of the dissolution, however, you can expect at some point the plaintiff will come looking for you individually.

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Answered on 10/16/11, 5:24 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

In general I agree. However, note that the Corporations Code allows lawsuits against dissolved corporations, see section 2011. Also, insiders (officers, directors, shareholders) who received anything in the dissolution and liquidation before all creditors and claimants were provided for can also be sued individually. I recommend checking your insurance coverage and involving your insurer in the defense.

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Answered on 10/16/11, 8:53 pm


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