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socrateaser, Attorney
Category: Business Law
Satisfied Customers: 37846
Experience:  Retired (mostly)
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I hope someone can give me advice about my situation. My late

Resolved Question:

I hope someone can give me advice about my situation. My late husband had a small business selling products wholesale to mostly schools and museums (this was in addition to his regular job). I helped him operate the business, but he was more knowledgeable about business requirements, tax deadlines, etc. He had a friend who is a CPA, and he did our taxes for us every year at a significant discount. This helped us to stay “above board” on taxes and paperwork related to that. The business is an S corp., and my husband was the primary shareholder (another friend had 24 shares of the business originally, but he gave them to us when we moved to different state 7 years ago). Because of depreciation and other deductable costs, the business always operated at a loss as far as taxes go.
When my husband died 2 years ago, I continued to operate the business and write and deposit checks in the business account. My husband died without a will and I could not afford probate, so a couple of months ago the bank closed the business account (I had never officially been added as a co-signer, but had written and signed checks all along as an officer of the company). My husband also set up another business in my name (a LLC) for another home–based retail venture we dabbled in, but I haven’t done anything with the business since he died.
The year my husband died (2007) our CPA did our (joint) taxes for me, but he has since sold his tax preparing business and handed all his records over to the people who bought it. In 2008 I filed a personal return but nothing else. And I don’t think I’m current on the state report I’m supposed to file for any sales tax paid to the business by customers (although I never owe anything, there is still a late filing fee I would owe).

My question is how I can set things right for the business? I don’t have any idea the best way to go about doing that, especially since I can’t pay anyone to do it for me. Though the business is barely running, I do still receive occasional orders and the income is vital to me. I understand that technically the business my husband owned is considered defunct because of his death. Would it be in my best interest to try and revive it and continue to operate as that entity, or should I transfer everything to the business in my name? Also, how do I go about getting the money the bank is still holding from my husband’s business account (I have also recently received a check written to the business in that name).
Submitted: 7 years ago.
Category: Business Law
Expert:  socrateaser replied 7 years ago.

If you are the only remaining officer of the corporation, then you can hold a board of directors meeting and pass a corporate resolution authorizing you to collect any money from any preexistng corporate bank account, and to open a new account with your name as authorized party (or, to put your name on the prior account if the bank is willing to reopen it). You can create a corporate resolution, at:


Re the tax returns, you must file an 1120S corporate tax return with the IRS. You can file for the missed year, and you may owe some penalty, but if the corporation loses money, then it's probably a very small amount.


Hope this helps.



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Customer: replied 7 years ago.
Thank you for you quick and informative reply-I apologize it has taken me so long to reply. I only have one question about your answer before I accept. I've been told that "the business is defunct since its organizer/owner died. can however revive the corp by amending its articles of incorporation with the state to name [me] as the sole owner". If this is so, do I have to contact the state of Ohio (where the business is incorporated) before a resolution from our board of directors (me) would be valid? Or can I take the resolution directly to the bank?
Expert:  socrateaser replied 7 years ago.

There is no legal status known as "defunct." A corporation has perpetual existence. Whomever owns the stock owns the corporation. If you are your husband's heir, then the stock is yours. If the stock is yours, then you are authorized to resolve in a board of directors meeting, whatever you need to, as necessary to continue the corporation. The bank must accept your resolution.





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