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Richard
Richard, Attorney
Category: Business Law
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Experience:  32 years of experience practicing law and a businessman.
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What do you do if you have a Lease in the state of North Carolina

Resolved Question:

What do you do if you have a Lease in the state of North Carolina with a Tenant that is a corporationin and you found out shortly after the lease was signed the Tenant fileda dissolution with the NC Secretary of State?
Submitted: 7 years ago.
Category: Business Law
Expert:  Richard replied 7 years ago.

Hi there. If the corporation dissolved, I would pursue the shareholders of the corporation. When you dissolve a corporation, one of the things you have to provide in your dissolution documents is that the shareholders have made adequate provision for the debts of the corporation. The lease is one of the debts of the corporation, so the dissolution has put the individual shareholders at risk.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Customer: replied 7 years ago.
The President of the corporation told me that he was told that he did not have to incorporate in every state that he does business and that is why he dissolved the corporation. Now he says that he is a Nevada corporation; however, the corporation has a different name. It seems like he should have filed a merger.
Even if he does not incorporate in the state of North Carolina, he should file a Certificate of Authority. What are your thoughts?
Expert:  Richard replied 7 years ago.

I think the President of the corporation doesn't know what's he is doing. If a business was doing busines in a number of states, that business would incorporate in one state and then qualify that corporation to do business in the various states it was doing business in. If he is in fact an existing Nevada corporation, then you can pursue the corporation. If his Nevada corporation is doing business in North Carolina, it needs to qualify to do business in North Carolina--though typically the penalties for not doing so are usually not very severe. Even if it hasn't qualified to do business in North Carolina, the corpoation would still be obligated under your lease.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Customer: replied 7 years ago.
The corporation does not exist in Nevada. The Nevada corporation has a different name. I agree with your comments - "If a business was doing busines in a number of states, that business would incorporate in one state and then qualify that corporation to do business in the various states it was doing business in." If he decided to do away with the North Carolina corporation, he should have done a merger for that corporation in order to use the Nevada corporation. I think he is very confused. Now the Lease is in the name of a corporation that is disolved and does not exist in Nevada.
Expert:  Richard replied 7 years ago.

Sorry for the delay...I've been traveling today. If the corporation does not exist and never existed, but occupancy was taken, they have perpetrated a fraud on you and you can file suit for that. Also, if there is no corporation, then the signer would not have any corporate shield, but would be personally liable.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

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