Legal Question in Business Law in California

15 years ago I and my now ex-partner registered a company intending to sell frozen youghurt. However we never went ahead with our business plan and never did any business under our company name. These last ten years I have lived in Europe and my question is can my ex-partner go ahead and do any business activities under the registered company name without my consent and can I, if so, be hold legal responsible. We both signed the registration form 15 years ago, but have never done any business using the company name.


Asked on 1/22/10, 2:27 am

2 Answers from Attorneys

Steven Murray Steven W. Murray, APC

You should consider publishing a notice of dissolution or similar form to publicly separate yourself from him/her. Yes, you might be dragged into a problem because a stranger or creditor who checked would have no way of knowing you are not still involved.

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Answered on 1/27/10, 7:49 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

To "register" a company can have several possible meanings in California, largely because there is no act or process bearing that specific name (to "register" or "registration"). Probably the closest thing to "registering" would be the process of publishing and filing a fictitious business name statement with the county clerk. Only businesses using trade names that are not their real corporate, LLC or personal (proprietor's) names need file. After 15 years, a filing would have expired unless renewed. Look on line at the Web site of any county where this business may have filed, then write or phone the clerk's office for further information including how to cancel any no-longer correct filing.

Another way the existence of a company and its officers' names get into public view is through the formation process. Company founders file formation papers with the California Secretary of State to form business entities such as corporations and limited liability companies (LLCs).

Trademarks are registered, to be sure, with the U.S. Patent and Trademark Office, but a new business would probably be ineligible to register a trademark, and the registration process lasts months and months.

Finally, partnerships can also file certain notices with the Secretary of State that would identify their existence to the public, but the process is optional and few partnerships bother to use it.

Without knowing the form of business organization you set up way back then, what you did to publicize the parties involved in the business, and how your former co-promoter is handling the new business, it's very hard to advise you. Mr. Murray says "you might be dragged into a problem," and I can't deny that that is a possibility, but I'd think it is quite remote.

Perhaps you could let us know what form of business organization was set up (partnership, corporation, LLC, or ???) and what was actually done to "register" it, also whether there are particular concerns about the co-promoter, and we can give you better advice.

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Answered on 1/27/10, 9:05 am


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