I believe he is closing the business. He offered to sell me his half for another $10,000 but I did not want to be involved anymore (after all that had transpired) He had registered it as a corporation before I got involved. His name is XXXXX XXXXX with the Sec of State as the agent; I am not.
Since we have been at odds, we have hardly been speaking to each other. How would I know if he "formally dissolves" the business? I know he is leaving town (for good) and he had said he'd leave me half of the inventory. Since he's walking away, does that count as "closing" or "dissolving"? The only paperwork I had that "showed" I was part-owner was the purchase agreement we signed in the very beginning.
You can check the dept of state website to see if the corporation appears 'active' or 'dissolved'. That would keep you from needing to communicate. No, him leaving is not the same as formally legally dissolving the company--he would need to file articles of dissolution with the state to formally terminate the corporation.
Hope that clarifies.
Yes that does clarify, thank you. One more thing:, if he neglects to formally dissolve the business, what then? Can I ask the State to put my name on the business instead? Or would I just start over from scratch (new lease with the landlord, new name, etc)
You are most welcome, glad to help! If he neglects to dissolve, the business remains in his name. The only recourse available is suit for breach of contract (for failing to add you as owner) and for fraud and misrepresentation. The state will not place your name on business without a court order. If you wish to keep the assets, you can solely re-incorporate and create a new agreement with the landlord once the past agreements are voided and terminated.
Good luck and please take care!
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).