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socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 37960
Experience:  Retired (mostly)
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A LLC AND NON PROFIT CORP ARE IN BUSINESS TOGETHER. THE CORP

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A LLC AND NON PROFIT CORP ARE IN BUSINESS TOGETHER. THE CORP HAS 63 SHAREHOLDERS. THE LLC WANTS TO BUY OUT THE CORP AND IS SENDING 63k TO THE CORP TO PAY EASCH SHAREHOLDER WHO SURRENDERS THEIR SHARE. THEN THE BOARD MEMBERS ARE ALL GOING TO RESIGN. MUST THE SHELL CORP BE LEGALLY DISOLVED AND IF SO WHO PAYS. THE CORP HAS NO ASSETS.
Submitted: 1 year ago.
Category: Business Law
Expert:  socrateaser replied 1 year ago.
Hello, The corporation is not required to legally dissolve. However, if it lies dormant for more than one year, the Florida Department of Corporations may impose involuntary administrative dissolution. Your implied question here is how do the shareholders avoid liability for any unpaid debts? Shareholders are not liable for corporate debts, so if they are being paid individually for their respective "shares," then those payments have no effect on corporate assets. There is, however, one potential difficulty in all of this: if the corporation were to owe unremitted sales, use or payroll taxes, then any officer or director of the corporation who had the authority to collect and remit these taxes, could be held personally liable. Other than that, exception, shareholders are not liable for corporate debts. I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer -- otherwise, I receive nothing for my efforts in your behalf.Thanks again for using justanswer.com!