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PABizLawyer, Attorney
Category: Business Law
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Experience:  JD, 10+ years experience, business owner
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A Canadian Corporation filed Articles of Dissolution with the

Resolved Question:

A Canadian Corporation filed Articles of Dissolution with the Arizona Corporation Commission. Prior to filing such articles the wholly owned US subsidiary had unpaid acc'ts payable and was in a breach of contract for services paid for but not received. What recourse do the claimants have to collect amounts due and for services not rendered. Will liens or fillings protect their interest? Can they claim the assets of the dissolved USA subsidiary? How can they protect their interest?
Submitted: 7 years ago.
Category: Business Law
Expert:  PABizLawyer replied 7 years ago.
Did the Canadian Corporation dissolve itself or just the US subsidiary?
Customer: replied 7 years ago.
Good question!
No, the Canadian Corp. didn't dissolve. It is a public Corp listed both in Canada and the USA. Right now the shares are at $0.02. Only the US subsidiary was dissolved which owned all the tangible assets consisting of hardware and storage servers, software platforms, imputed data from licensed professional appraisers, a photo data base of some 25 million photos from around the county, and accounts receivable from work performed by the Licensed professional Appraisers. A recent acquisition was returned to it's owner for forgiveness of acquisition debt, and fixtures and furniture were auctioned off by the Dissolution Attorney.
Expert:  PABizLawyer replied 7 years ago.

Two things come to mind.... First, generally a dissolution of a corporation cannot erase the debts... (just imagine the hi jinks if it did).


Secondly, the dissolution, makes the dissolver likely to be liable for those debts, if they did not use a bankruptcy vehicle...


So, yes you should sue the Canadian Corp, as well as the dissolved entity, all of which can be done in the US. As part of your claim, you can then try and get a levy or destraint placed upon the assets (requires a court to agree), although this is often difficult.


A good corporate lawyer can help here. The real question is, does the cost of litigation vs the amount owed make sense to pursue... And if it does, how solvent is the Canadian corp?? The trick is to move fast.

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