Legal Question in Real Estate Law in Pennsylvania

I purchased a house in Pennsylvania (paid in full) and put the deed in my corporate (Nevada) name. However, I never used the corporation and the business I was planning simply never got off the ground. I left the house in the corporate name and never changed the name on the deed. Since I had no use for the corporation I simply forgot about it and just "let it die" so to speak. After several years of not submitting annual refilling fees and records, the state of Nevada permanently revoked the corporation. I have no need for the corporation anymore and do not need to "dissolve" it. -- So, the name on the house deed is basically in a "non-entity" so to speak. So, who technically owns the house and what should I do to have the house put in my name? Can I use a quitclaim deed or will that not be allowed since the house deed is listed and recorded in the name of a defunct corporation?


Asked on 2/14/18, 11:20 am

1 Answer from Attorneys

Erik Spurlin Estate & Elder Law Firm of Erik Spurlin

It sounds like the corporation suffered administrative dissolution as a result of the inactivity. You are correct that the corporation no longer exists. However, there is still a winding up process where debts are paid and assets are distributed to shareholders. It is very important that the corporation resolves any outstanding debts or you could become personally liable for them. I don't expect you have significant debts if you never actually operated the corporation, but keep in mind that fees and taxes owed to the government may be due. If there are no debts, the assets of the corporation are typically liquidated and divided among the shareholders. If you're the only shareholder, you ought to be able to get the property back into your name, but be aware that this distribution from the corporation to you personally will count as a distribution for federal tax purposes and may have an impact on your income taxes. This is a complicated enough situation that you want to proceed cautiously, keeping taxes in mind.

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Answered on 2/15/18, 2:35 pm


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