I purchased a business 3 years ago. In my contract agreement it was the sale of an INC. I never recieved the Articles of Incorpo

The entire basis for a stock purchase agreement is the conveyance of stock in a legally formed corporation. Stock purchase agreements typically contain representations and warranties of the seller, which provide that the corporation is duly organized, validly existing, and in good standing to carry on its business in State X. Review your agreement with an attorney to determine if you have a claim for, among other things, breach of contract, indemnification and/or fraud.

If the business was in fact a corporation, then you should be able to obtain copies of the documents online. The Michigan Department of Energy, Labor and Economic Growth has a website that allows you to search corporate entities. If one was filed, there should be information there. The link is: http://www.dleg.state.mi.us/bcs_corp/sr_corp.asp

Please note that, while the Articles have already had full legal effect, and possession of them is not essential to the existence of the corporation, you are entitled to them, as the owner of the corporation. You may need them for applying for loans, establishing bank accounts, etc.

If you already searched here and did not locate anything, you may want to cal the state to make sure that nothing was filed. If there is no corporation at all, then I would think you may have an action against the previous owner for fraud or misrepresentation. There would be a question of what exactly he sold you, if anything.

Having said this, you may be approaching a statute of limitations. Contract actions must be filed within 3 years of the date when you knew or should have known that you had a claim. From your fact situation, you are right about there.

James Frederick

Automatic Dissolution occurs because franchise taxes were not paid for the corporation. Its likely that the registered agent (who receives bills for franchise taxes and notices of non-payment) was not changed. As a result, its likely that the old owner was receiving the bills and ignored them--hence the automatic dissolution.

Its hard to evaluate whether you have any sort of action against the old owner (for example, has the statute of limitations run, does he have any sort of deep pockets, what provisions were made in the contract for the details of the transfer, etc.) Frankly, court is usually not where you want to go in this type of situation--there is a real issue of throwing good money after bad.

This is really a situation you need to discuss with a lawyer. You can call me if you'd like to talk. I'm in Ann Arbor, I give a one hour free first consulation and I make house calls.

Irv Mermelstein

I did a little more research on this issue and I believe that there is a procedure for reinstating the corporation within three years of the dissolution date. This is a filing with the Secretary of State.

Call if you wish to discuss.

Irv Mermelstein