Legal Question in Business Law in New York

Re: inactive corporation

You probably could reactivate the old corporation, but I suspect that you are not going to want to do so.

A lot has changed since 1990. In particular, a new form of business entity called the limited liability company (LLC) was created. For many business owners it is a better choice.

You should contact an attorney to decide whether it is worth your while to revive the old corporation or simply start fresh with a new corporation or an LLC.

If you would like to talk about it further I may be reached at (212) 695-6400.

Best of luck.

Re: inactive corporation

Your ability to reactivate the old corporation depends upon whether or not you maintained it while it was inactive (filing tax returns even if no business was conducted, paid the annual fees and such). This can be verified through the Department of Revenue and the Corporate Tax Department. I would believe the charter was probably revoked if these matters were not attended to each year. The cost of reinstituting the old corporation, if the charter was revoked, would probably be more than starting over. Since you are looking for limited liability which a corporation provides, unless you personally guaranty its debts and obligations, it would probably be better to start a new entity and use the new Limited Liability Company laws to create a one-man LLC. This will allow you to still have the limited liability as the corporation provided, but as a one-man LLC you would file returns using Schedule "C" of your individual return, not a separate return for the entity, which would probably be less costly than a corporation in the long run. Call me if you need assistance (973-377-3313).