Legal Question in Business Law in Arizona

Can an admin dissolved corp be taken over via bill of sale?


Asked on 9/15/10, 12:29 pm

1 Answer from Attorneys

Donald W. Hudspeth The Law Offices of Donald W. Hudspeth, P.C.

As usual, the simple "yes and no" question, by its very simplicity, needs to be responded to in great length, or not at all. To start: A dissolved corporation is not a corporation. A bill of sale would purchase the assets of the corporation only. You might be able to pay reinstatement fees and then purchase the shares of the corporation, but you would also be purchasing liability and maybe debt. There even are questions of successor liability to the purchaser of the assets, which depends on the creditors and how well the corporation was run. If it was administratively dissolved, i.e., left alone to be dissolved by the Corporation Commission, you should suspect other important things have been left alone as well, and should be checked into before a purchase is made. There are more considerations, of course, depending on your answer to this question and others.

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Answered on 9/22/10, 4:38 pm


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