Legal Question in Business Law in California

Can you get rid of the liens and debt of a corporation possibly through transfer of ownership of a business?


Asked on 2/06/17, 3:08 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Well, yes and no; it depends upon exactly what you mean. I'll start off by assuming that the "corporation" and the "business" you refer to are one and the same. Then, the owner of the corporation isn't liable for the liens and debts unless he/she has executed a personal guarantee or unless the corporation is so thinly capitalized or improperly managed that the creditor(s) can successfully "pierce the corporate veil." Now, whether the personal guarantee will still bind the guarantor when the corporation is sold will depend upon its terms, and possibly upon the terms of the sale (i.e., the new buyer might assume the guarantee), but I'd think that in the majority of cases the guarantee would remain in effect and continue to obligate the former owner. If this information doesn't address your issue, please feel free to contact me directly with more particulars.

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Answered on 2/06/17, 3:33 pm

Mr. Whipple is over-thinking this. You can't get rid of the debts of a corporation except by paying them off or putting the corporation in bankruptcy.

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Answered on 2/06/17, 6:43 pm


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