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Irwin Law
Irwin Law, Attorney
Category: Legal
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Experience:  Lawyer & Real Estate Broker, 30+ years, foreclosure, land contracts, inheritance, probate.
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I own a Corporation. It was established in California and was

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I own a Corporation. It was established in California and was legally moved to Wyoming in 2011 when I became a Canadian resident (I am still a US citizen). The dissolution papers were never properly filed in California. No annual filing was done in California because I assumed the corporation was dissolved there. Now California has suspended the corporation because the annual filing was not made. Since it is suspended I cannot dissolve it as it must be in good standing to dissolve. To remove the suspension I have to do the annual filings, but since the corporation no longer is in California I would be lying on the annual filing (there must be an "agent" that resides in California. The corporation also does not exist in California anymore and to do a filing assumes it does. How can I remove the suspension so I can dissolve the company? I did owe back taxes but they have been paid.
Submitted: 11 months ago.
Category: Legal
Expert:  Irwin Law replied 11 months ago.

It was established in California and was legally moved to Wyoming in 2011. How was the corporation "legally moved"? What procedure was followed? Did you just apply to do business there and appoint a resident agent, or more than that? Also, is the the corporation still doing business anywhere?

Customer: replied 11 months ago.
I went through the proper legal channels to create the corporation in Wyoming. Technically I moved the corporation because I kept the same entity that I had in California. All the proper forms for filed in Wyoming and everything was done the way it was supposed to have been done. The only thing apparently that was not done correctly was the dissolution of the corporation in California. I assumed that was part of the process. But I was wrong. So I filed the dissolution late. But it does not "take" because the corporation is apparently suspended. I have filed the dissolution papers twice once in 2011 and once in 2012 and both times they were not paid any attention to. So I was trying to get LegalZoom to do it for me because I figured that they have a more official way of presenting the papers that the Secretary of State would pay attention to. But since a corporation is suspended they can't do it. So this is where I am now. And why I am asking the question. Yes the corporation is still active in Wyoming. Not very active but is still active.
Expert:  Irwin Law replied 11 months ago.
Then you have two corporations - one in CA and one in Wyoming. The CA corp. has been dormant for a few years, and the WY corp is still doing business. There are two ways for you to go: One hard and one easy. The easy way is to let the CA lapse and the charter revoked by CA SOS, which it will eventually. The hard way is to file the past due reports and then dissolve it. You can use the name of any resident of CA as your resident agent (for service of process). It could be a personal friend or associate, an attorney or accountant. All they are responsible for is sending you notices. Then you dissolve the corp. and there won't be any more of those. Your current corp protects you from liability for any business you have done since leaving CA, so as time passes, your risk is less and less. I can't advise you which course is best, XXXXX XXXXX don't know the nature of your business and I can't evaluate the risk involved in either case.
I hope this Answer is helpful and that you will give it a positive rating. If you have any follow up questions please send back a Reply. You should consult a local attorney to verify that this information is accurate for your state. Thank you for using Pearl.com- Just Answer. We appreciate your business.
Customer: replied 11 months ago.

Thank you. The problem with the "easy" way is since CA still thinks my corp is active it charges me the $800 franchise tax every year and demands a corporate tax return, which costs me about $1,000 to have a CPA file. I also wasn't aware that the corp would just lapse and get revoked. How long does that take? It has been nearly 3 years now. As long as I am not doing anything illegal filling out the filing forms, since you say technically there are now two corporations of the same name, one in WY and one in CA, I would not get myself in trouble filing operations forms for the one in CA just so I can dissolve it. I would prefer to do this I suppose. Anything else to say after this reply?

Expert:  Irwin Law replied 11 months ago.

Yes. Before spending all that money on filing fees and franchise taxes to "do it right", why not spend a few hundred to consult with a good small business corporation attorney to obtain a 'worst case scenario' on what we call "administrative dissolution" which letting a corporation die on the vine. I would do that before spending $4-5k just to be able to formally dissolve an inactive corporation. Good luck.

I hope this Answer is helpful and that you will give it a positive rating. If you have any follow up questions please send back a Reply. You should consult a local attorney to verify that this information is accurate for your state. Thank you for using Pearl.com- Just Answer. We appreciate your business.

 

Irwin Law, Attorney
Category: Legal
Satisfied Customers: 4667
Experience: Lawyer & Real Estate Broker, 30+ years, foreclosure, land contracts, inheritance, probate.
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