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Have you always maintained the S-Corp as a completely separate entity with separate bank accounts and records?
Did you actually dissolve the S-Corp or was it administratively dissolved by the Sec of State?
Or did you just shut down and take no further action?
Did you have them sign a written contract with the S-Corp, not you personally?
How much money are we talking about?
Ok, then they are out of luck because their only recourse is to sue the S-Corp which has no assets and doesn't legally exist any longer.
That is one of the main purposes of an S-Corp....to protect the owner from being personally liable for things in the event that something goes wrong.
So if they tried to sue you personally, you would just file a motion to dismiss and provide a copy of the contract with the S-Corp, not you personally.
But if you are volunteering to personally do the rest of the work, not under the umbrella of the S-Corp, then they have a good faith duty to allow you to correct any problems and finish before they tried to take any legal action anyway..
So I would tell them that 1. they either let you finish the work, even though you have no legal obligation to do so or 2. they can sue an S-Corp that was properly legally dissolved and has no assets..
You are very welcome. Happy to help any time. And yes, offering to complete the job, even if you aren't legally obligated to do so is the honorable thing to do.. If they reject it, then you have done what you can..
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