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Ask a Lawyer -- Corporations
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Question: I am selling a small retail business in Nevada. What happens to my S Corp? Can I retain my corporation and just change my dba information? Response: The answer depends on the type of sale. If you are selling the stock of your S Corporation, then the new owner obviously takes the corporate entity as part of the sale. However, most small to medium business sales are assets transactions (i.e., buyer purchases enumerated assets and assumes identified liabilities). Reading between the lines of your question, it sounds like not all of the assets of your business are being sold such that a business of some sort will survive the sale. Thus, your question is whether or not you can continue using the old corporation subsequent to an asset sale. The answer is "yes". The only issue would be whether or not the name of the corporate was sold as part of the transaction. For example, let's say your corporation's name was "Sam's Used Cars, Inc." which had a d/b/a of "Sam's Used Cars". If you sold the name "Sam's Used Cars" as part of the asset sale to Buyer Z, the corporation could continue in business after the sale but would need to change it's name to avoid confusion with Buyer Z's business. Here is a link to the Nevada Secretary of State's Corporate forms. I don't see a form specifically for corporate change of name but assume you would use the general amendment of articles form. If you need to change the name of a corporation in Nevada, I'd call the Amendments Section of Secretary of State's office (tel: 775-684-5731) and ask what form you need to file. Submitted: 05-18-2007; Diane, NV Response: 06-10-2007; JJR Add A Comment |
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