Can I re-incorporate (in Oregon) with a clean slate?

Hello -

This situation worries me on multiple levels.

In California, the Secretary of State (SOS) would see the identical corporation name, then compare the name and address of the person filing. If it looked like it was the same person, and if the state was owed money by the old corporation, the SOS would consider this a request to revive the old corporation, and demand its back payments, penalties and interest. So, I believe you risk yourself with the state if you try to use the same names and/or addresses as before.

Next, you mention shareholders of the old corporation. If the state treats your new corporation as an attempt to revive the old corporation, then all the shareholder/ creditor/ other issues of that old corporation could be revived as well.

Also, even if the new corporation gets past the SOS without triggering a revival claim, the original domain name was an asset of the old corporation, along with customer lists or other assets of the old corporation that you have retained. The old creditors and shareholders would have some rights to the value of those assets if they are being used again. If they find out about this, and they think you are making money off the old domain name, they very easily could have a claim against the new corporation.

I would contact local counsel about your issues. It isn't so much about getting the name past the SOS, you can change that while still using the old domain name, but you have major risk from former shareholders if they never got their share of the value of the assets now being used in the new corporation.

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