Legal Question in Business Law in Illinois

dissolved corporation

I was recently served in a suit with two other defendants,all corporations.My corp has been dissolved since 11/05,the incident this action pertains to occurred in 2001.My insurance company refused to pay a loss claim at the time because I was not negligent.Can I be held personally liable? do i have to appear in court? Can I just ignore the whole thing? Thanks


Asked on 8/11/06, 4:59 pm

2 Answers from Attorneys

Re: dissolved corporation

Contact the insurance company who denied the claimn initially as soon as possible by certified mail.

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Answered on 8/12/06, 3:59 pm
David K. Staub Staub Anderson LLC

Re: dissolved corporation

You should NOT ignore the whole thing. Whether you can be held personally liable will turn on a lot of facts. First of all, any shareholder who received assets of the corporation on its dissolution is liable up to the amount of those assets. A claim against a dissolved company generally survives for 5 years under BCA 12.80 (except for known claims which received notice under BCA 12.75). Even if you received no assets on dissolution of the company, you may be liable under theories of fraudulent transfer for assets transferred prior to dissolution.

Even if you received no assets from the company, you might be personally liable under a theory of "piercing the corporate veil". I have written a short outline of the factors which can be downloaded from my firm's website at www.stahlcowen.com/resources/Piercing_Corporate_Veil.pdf.

Finally, if you had any personal involvement in the activity giving rise to the claim, you may have liability which is independent of the company's liability.

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Answered on 8/11/06, 7:15 pm


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