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Richard, Attorney
Category: Legal
Satisfied Customers: 53715
Experience:  Attorney with 29 years of experience.
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Is the following assignment well worded to allow the assign

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Is the following assignment well worded to allow the assign to pursue a claim to a contract of the corporation previous to dissolution?

"The Company shall assign and convey any and all rights, title, and interests of the Corporation; including, but not limited to, any contracts and/or claims under contract, or under contract previous to dissolution or otherwise, to (name) as of and from (date)."
Welcome! My goal is to do my very best to understand your situation and to provide a full and complete answer for you.

Good morning. Is the contract that is being assigned assignable? Is the assignee paying anything for this assignment? Are their creditors of the corporation being paid prior to dissolution or are there unpaid liabilities? Thanks.
Customer: replied 3 years ago.

There is nothing in any contracts of the corporation that says they can't be assigned. The assignee is a 100% shareholder...there is no provision in the voluntary dissolution of the company that requires payment by the assignee for the assignment...again 100% owner would be paying myself. No creditors and no unpaid liabilities.

Thanks so much for following up. Yes, your language will suffice. The general rule of law is that an assignment is permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Since the contract does not prohibit an assignment, then it would be assignable. I brought up the other issues to make sure you weren't going to have any problems with unpaid creditors by transferring the assets out of the corporation for no consideration without paying the creditors.

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