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Ask FLCORPLAWYER Your Own Question
Category: Business Law
Satisfied Customers: 4634
Experience:  23 Years business & securities law, NY and FL bars. SEC all states.
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this is about a corporation registered in Nevada. the corporation

Resolved Question:

this is about a corporation registered in Nevada.

the corporation was in default due to its failure to comply with the annual filing requirements. the corporation did not transact business after being placed in default but it did hold assets pursuant to an agreement executed while it was in compliance.

the corporation is about to transact business now, under that same agreement but the reinstatement fees are prohibitive.

can the sole shareholder of the corporation forego reinstatement and instead opt to file for a new corporation - under the same name - as the fees to file a new corporation are significantly lower than reinstatement? and if so, what happens to the assets that the corporation owned under that agreement? assuming there are no creditors, did the assets become property of the shareholder? and if so if a new corporation is filed it would seem that the shareholder could then assign those assets to the new corporation.

i hope i didn't make this too confusing - the botXXXXX XXXXXne is that i need to make sure that the assets (including the agreement - which itself was an asset of the corporation) of the defaulting corporation didn't fall into some kind of limbo during the default period - i need to make sure that the other party to that agreement, the one that transferred assets to the corporation under the agreement, can't make a claim that the assets reverted to her during the default period.
Submitted: 5 years ago.
Category: Business Law
Expert:  FLCORPLAWYER replied 5 years ago.


You cannot use a new corporation for two reasons. First, the contract is with the old corporation which is a unique individual entity. A new corporation with the same name is XXXXX XXXXX same company. Second, the old company cannot execute a legal assignment of the assets, or the rights in the contract to a new corporation because it is in default. It does not presently have the corporate authority to do anything.


ok - thank you, XXXXX XXXXX helpful

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