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Phillips Esq.
Phillips Esq., Attorney-at-Law
Category: Business Law
Satisfied Customers: 12935
Experience:  B.A.; M.B.A.; J.D.
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I am the owner of a business in Florida. I acquired an existing

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I am the owner of a business in Florida. I acquired an existing company in Feb/Mar of 2010 and in Mar 2010 dissolved the existing entity creating a different company name to reflect the additional services being offered (phone numbers remained the same). (The structured changed from a S-corp to a LLC, but am filing the election for an S-Corp.) Saying that it is a different company doing the same things is not true. It offers the same services as before, but with other/different additional services that will grow to be a 50% or more share of the overall services provided. My question concerns a previous debt that the former corp incurred. I recently was contacted by a collection attorney. I was led to believe that the LLC owed the debt. A check was paid to the firm for a partial payment from money generated by the new company and written on the new company's bank account. When subsequently contacted, I doubted the debt & asked for proof. The contract revealed the previous corp and previous president as signatory. Do I have a right to ask or demand the return of this amount as the debt is not mine and the issued check was a mistake due to the confusion over the owner of the debt? Also, am I correct in that the debt was incurred by the former entity and the repayment of that debt lies with that entity which is now defunct?
Submitted: 4 years ago.
Category: Business Law
Expert:  Phillips Esq. replied 4 years ago.

 

I am the owner of a business in Florida. I acquired an existing company in Feb/Mar of 2010 and in Mar 2010 dissolved the existing entity creating a different company name to reflect the additional services being offered (phone numbers remained the same). (The structured changed from a S-corp to a LLC, but am filing the election for an S-Corp.) Saying that it is a different company doing the same things is not true. It offers the same services as before, but with other/different additional services that will grow to be a 50% or more share of the overall services provided. My question concerns a previous debt that the former corp incurred. I recently was contacted by a collection attorney. I was led to believe that the LLC owed the debt. A check was paid to the firm for a partial payment from money generated by the new company and written on the new company's bank account. When subsequently contacted, I doubted the debt & asked for proof. The contract revealed the previous corp and previous president as signatory. Do I have a right to ask or demand the return of this amount as the debt is not mine and the issued check was a mistake due to the confusion over the owner of the debt?

 

Response 1: Yes you are. However, you would have a hard time getting your money back from a debt collector but is not impossible.

 

Also, am I correct in that the debt was incurred by the former entity and the repayment of that debt lies with that entity which is now defunct?

 

Response 2: Yes, that is correct. They cannot collect from a defunct corporation.

 

Let them go ahead and sue you and then countersue for the money paid by accident.

 

Phillips Esq., Attorney-at-Law
Category: Business Law
Satisfied Customers: 12935
Experience: B.A.; M.B.A.; J.D.
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