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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?
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.