Legal Question in Real Estate Law in Colorado
Title transfer
Our corporation was established to buy a property. Due to not filing the annual report, the corporation was dissolved by the state. Another corporation came along in the meantime and established itself with our old name. Our title to the land is held in the name of the corporation. WE want to reincorporate, but are unsure how to do this to make it easiest to transfer the title over to the new corporation. Any help?
2 Answers from Attorneys
Re: Title transfer
While the corporation is prohibited from doing business, it may not be necessarily prohibited from disposing of its assets. For this purpose, the Board of Directors of the old corporation can transfer its assets to a new corporation via deed and corporate resolution. Of course, if this transfer would result in creditors of the old corporation not being paid, then there might be personal liability on the part of the directors for the debts of the corporation that were unsatisfied as a result of the transfer, unless the creditors of the corporation agree to be creditors of the new corporation.
Re: Title transfer
Is this a C corporation? If so, you should contact an accountant or real estate attorney on how to proceed to minimize the negative tax impacts of holding real estate in the corporate form.
As to the transfer, once the form of the entity in which to transfer is determined, that is pretty simple. You should get approval from the lender to avoid issues or due on sale problems. Contact counsel.