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CalAttorney2, Attorney
Category: Business Law
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Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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If I relinquish (cancel) a California corporation, how many

Customer Question

If I relinquish (cancel) a California corporation, how many years back is my personal exposure to possible legal "torts"? When am I personally in the clear.
Submitted: 2 years ago.
Category: Business Law
Expert:  CalAttorney2 replied 2 years ago.

If you wind down the Corporation, your personal liability will still remain limited. (The liability as a shareholder only exists if (1) you are a personal guarantor; (2) you committed your own tort (caused an accident in the company car, for example); or (3) your corporation is undercapitalized ("veil piercing")). Just because you are closing the company does not mean you suddenly become liable for the company's debts.

Most tort claims in California have a 2 year statute of limitations. Here is a link to the most common civil statutes of limitations in California: