Legal Question in Business Law in Georgia

If someone formed a corporation in the state shown below back in the 1980's and issued some shares of stock on an official certificate and borrowed some money. Then in the 1990's closed the corporation down by following the guildlines and filling out the forms required for disolution of the corporations and did not reveal stock was issued or inidicated it was all returned when it wasn't and that the corpoation still owed money to individuals that it hadn't paid. What are the liabilities today? The money owed is past the statue of limitations since the parties it was owed to just recently found the notes of payment on demand and the corporation wouldn't have to pay them and corporation has been closed down for over fourteen years so the stock claim isn't valid. Is it? Also, the loans were not declared as income since it was a loan. So there is no liability with the IRS?

Note, the person who is president of the corporation is the one who signed for the loans and has since started several more corporations which he is the CEO with total ownership.

Just curious thanksl

This might have taken place in the State of Georgia.


Asked on 1/31/10, 7:35 am

1 Answer from Attorneys
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

There certainly could be some personal liability if the company was dissolved improperly. However, it is unlikely the statute has not run on the claims. Generally, money received as a loan is not considered income because of the off-setting obligation to repay. However, if the loan is forgiven, it becomes income.

If you would like to discuss any issues further, please feel free to contact my office. The link to my contact information is below. Thank you.

The foregoing is general information only, not specific legal advice. No attorney/client relation has been created or should be implied.

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Answered on 2/06/10, 5:15 am


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