No. There are other options. This is a complicated matter because of the elapsed time. You need to retain a corporate/business attorney because there are many unanswered questions. Did the corp. do any business. Has the incorporated any funds in the corp.? Did the corp. have any employees, and pay its payroll taxes and/or file its corp. tax returns for the last three years (a deal breaker for a quick dissolution).
This information needs to be provided to a competent business attorney who can document the subsequent compliance by the corp. with all corporate formalities.
Hope this helps!
Law Offices of Phillip M. Smith Jr. Inc.
300 Corporate Pointe
Culver City, CA 90230
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Mr. Smith, as usual, gives a great answer.
Bylaws and issuance of securities can be "cured".
Certificates of Revivor can be obtained.
There are big tax implications to dissolving and re-incorporating.
You need a CPA/attorney/(probably insurance agent) check-up and probably major tune-up, but once you are on the right track, a corporation or an LLC is not difficult to maintain.
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.
I agree with my colleagues:
It is highly likely that formation-related deficiencies can be cured. (Any business attorney who has been in practice for a while probably has helped clients with similar problems.)
The issues you have mentioned appear to be internal, thus subject to straightforward clean-up. Inappropriate actions toward third parties, on the other hand, could present greater problems.
in any event, you should retain a business lawyer to analyze the situation and recommend a course of action. Things probably aren't as bad as you fear.
This information does not constitute legal advice and does not establish an attorney-client relationship.