Legal Question in Business Law in California

Hello

My corporation are not in good standing now (registered in Massachusetts and is working in California). Is it possible to bring claim to a court for debt recovering from my customer (governing law of contract is law of California)?

Or is it possible to sell this claim to another LLC with good standing status? Can you explain what documents for such selling I should prepare and should I notify this customer?


Asked on 3/04/14, 12:23 am

2 Answers from Attorneys

Nothing that a suspended or otherwise not in good standing corporation does is legally valid or binding. You can't sue, you can't legally conduct business because all agreements and contracts are invalid, etc. So you can't legally sell the debt either. The good news is that in almost all cases, everything the corporation did while suspended or otherwise not in good standing is retroactively validated once the corporation cures it's status. So the thing to do is clean up your corporate situation and then just file a court case to collect the debt.

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Answered on 3/04/14, 9:06 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Mr. McCormick is correct, The usual reasons for suspension are (a) failure to file and pay corporate taxes with the Franchise Tax Board, and (b) failure to file a periodic Statement of Information with the Secretary of State. If your corporation is suspended, you'll need to obtain a certificate of revivor before the corporation can go into a California court or transact any business here (other than changing the corporate name or correcting the reason for suspension). If there is litigation pending or another emergency, revivor from non-payment of taxes can be obtained by appearing in person at the FTB (or SoS).

Information can be found via the following link: http://www.northwestregisteredagent.com/reinstate-revive-california-corporation.html

Attempting to collect a debt by any means, including selling the debt to another entity, may backfire if the debtor is knowledgeable about the law.

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Answered on 3/04/14, 10:08 am


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