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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: I have a specific question regarding a dissolved CA corporation. My grandpa dissolved a corporation many years ago. The only asset of the corporation at the time it was dissolved were shares of another corporation. My aunt was on the board as a Secretary. What steps need to be taken for my aunt to acquire the shares that were in the dissolved corporation? Submitted by: Garrett, CA 09/10/2009. Response: When a corporation dissolves and, after paying off all debts, has assets left over, these assets are to be distributed to the shareholders (not the corporate officers). See California Corporations Code §2004. First step, find out the identity of the shareholders and the number of shares held by each. The corporate bylaws should state the method of liquidation after dissolution. Usually assets are distributed to the shareholders after liquidation of a corporation per capita based upon share ownership. Next step, find out who the identity of the stock transfer agent of the corporation whose shares were owned by the dissolved corporation. The agent is the party who records changes of corporate stock ownership and issues new shares in the name of new owners. Posted By: JJR 09/16/2009. Add A Comment |
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