Legal Question in Credit and Debt Law in Maryland

If a company is sold but the new owners retain the same business name, is the new company liable for past invoices?


Asked on 7/28/10, 1:09 pm

1 Answer from Attorneys

Cedulie Laumann Arden Law Firm, LLC

It depends how the transfer was structured. If a business entity (say a LLC or corporation) sells only its assets, including its trade names, the acquiring entity (the buyer) will usually NOT be responsible for prior debts. The selling entity would still remain liable for its debts. However, if the entity itself is sold to new shareholders/members/owners, the entity will keep its responsibility for its debts (in other words, the individual owners/shareholders wouldn't gain or lose responsibility; a company debt would remain a company debt).

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Answered on 8/02/10, 3:05 pm


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