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Dissolving a California corporation after suspension.

Canoga Park, CA |

My California for profit corporation has been suspended. I want to dissolve it. However, CA Secretary of State says that I first have to revive the corporation before I file for dissolution. What are the legal consequences to me as a sole shareholder, director and officer of the corporation if I leave it suspended? The corporation does not have any debts, tax liabilities or assets. Thank you for any sugestions.

Attorney Answers 3


  1. Best answer

    I wouldn't spend any more time, money or effort on this suspended corporation, or bother dissolving it. While it's certainly nice to pay into the cash-strapped state, there's really no downside to simply letting the Secretary of State keep the corporation suspended.

    That's assuming you don't plan to start a new corporation. If you do, it's not unheard of for the SoS to require that you formally dissolve the previous corporation before starting a new one.

    Avvo doesn't pay us for these responses, and I'm not your lawyer just because I answer this question or respond to any follow-up comments. If you want to hire me, please contact me. Otherwise, please don't expect a further response. We need an actual written agreement to form an attorney-client relationship. I'm only licensed in CA and you shouldn't rely on this answer, since each state has different laws, each situation is fact specific, and it's impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue.


  2. This is analysis, not legal advice. I would counsel a similarly situated client to file a "final" state and federal return and abandon the suspended corporation.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  3. I agree with Attorney Koslyn if you do not intend to reinstate in the future leave it suspended provided there are no outstanding or potential liabilities or obligations. If there are potential liabilities or obligations you would better serve yourself to officially dissolve the corporation. Best regards, Daniel Little

    No legal representation exists by virtue of this answer. It is recommended that you contact an attorney directly for a more complete response.

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