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Zachary
Zachary, Attorney
Category: Business Law
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Experience:  Internationational Commercial Attorney
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A company out of Washington I used to be President of is being

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A company out of Washington I used to be President of is being sued by a lender in California. I was a personal guarantor on a company loan. The company has been out of business for apx 2 years. I am supposed to answer the court in a few days. It would seem to me that there is no answer except that the company is out of business. Is that an ok to answer for that organization?
Submitted: 1 year ago.
Category: Business Law
Expert:  Zachary replied 1 year ago.
Hi,

Thank you for your question.

Did the company file the proper dissolution documents with the state?
Customer: replied 1 year ago.

no but the state dissolved the company for non filing.

Expert:  Zachary replied 1 year ago.
Because it was a Washington corporation, the following statute applies:

RCW § 24.06.335. Survival of remedies after dissolution


The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, members, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years from the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name and capacity. The members, shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect any remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during the two years following dissolution, in order to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. The corporation shall also pay to the state all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee of twenty-five dollars.

You say the dissolution happened approximately two years ago. The exact date is crucial.

If it was more than two years ago, then you need to file a Specific Demurrer stating that the corporation was dissolved pursuant to the above law and that the party failed to bring the action within two years of the dissolution and thus the action is barred and must be dismissed.

You want to cite the following case:

"The appropriate procedure to challenge petitioner's capacity to have been sued was by way of a demurrer, motion for summary judgment, or other procedure. Petitioner's attack upon jurisdiction was resolved by Cal. Civ. Proc. Code §§ 410.60 and 416.20. The latter section authorized service of summons upon a corporation that had dissolved. The service was upon the dissolved corporation's trustee and, therefore, was in accordance with the requirements of Cal. Civ. Proc. Code § 416.20. The court denied petitioner's request for a writ."

North American Asbestos Corp. v. Superior Court, 128 Cal. App. 3d 138 (Cal. App. 1st Dist. 1982)


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Best Regards,
ZDN
Zachary, Attorney
Category: Business Law
Satisfied Customers: 3818
Experience: Internationational Commercial Attorney
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