Consquenses of not Dissolving a Del Corp


S

ss

Does anyone know what can happen if you do not file a
dissolution of a Delaware Corporation?

Corp has been inactive for several years.. The only
shareholder never renewed the registerd agent, which has to
be in deleware.. The annuall Franchise tax reports were
incorrectly filed and show there is an additional amount due
( there was misisng info on gross assets ) so the par value
methos was assumed..
 
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K

Katie

ss said:
Does anyone know what can happen if you do not file a
dissolution of a Delaware Corporation?

Corp has been inactive for several years.. The only
shareholder never renewed the registerd agent, which has to
be in deleware.. The annuall Franchise tax reports were
incorrectly filed and show there is an additional amount due
( there was misisng info on gross assets ) so the par value
methos was assumed..
Does the corporation have any assets? If not, did the
stockholders receive any value (cash or property) from the
corporation that they did not pay for, e.g., by paying cash
or property or by performing services?

The state can collect delinquent franchise taxes from the
corporation to the extent of its assets. It may be able to
pursue the stockholders as transferees if they received
value from the corporation that left it without assets.

If the corporation has no assets, and the stockholders are
not liable as transferees, probably nothing will happen.
The corporation has probably already been suspended and as
far as the state is concerned, has only very limited
corporate powers. Attempting to do business in the name of
such a corporation may carry civil or criminal penalties.

You can probably check the current status of the corporation
through the Delaware Secretary of State's web site.

Katie in San Diego
 
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