revoked corporation doing business

revoked corporation doing business

drobinowicz@yahoo.com	5/16/2005 8:57:07 AM
Are contracts a corporation that had it's corporate charter revoked (and thus its right to do business terminated by the state) voidable? Also, can such a corporation bring legal suit while it is revoked for a contract dispute for a contract signed while it was revoked?



lawdog	5/16/2005 1:52:10 PM
On Mon, 16 May 2005 08:57:07 -0400, drobinowicz@yahoo.com wrote: Are contracts a corporation that had it's corporate charter revoked (and thus its right to do business terminated by the state) voidable? Also, can such a corporation bring legal suit while it is revoked for a contract dispute for a contract signed while it was revoked? I believe the answer to your question will largely depend on 3 factors (1) the laws if your state; (2) the reason for the revocation; and (3) when the charter was truly revoked or just suspended. In California, for example, corporations can be suspended for faiing to file tax returns or failing to file the Statement of Inforamtion. Suspension of corporate powers means, among other things, that the corporation cannot file or defend lawsuits. However, the powers can also be reinstated. The laws of your state may be different and the corporation might only be suspended, not revoked. I suggest consulting a corporate lawyer in your area to get a better answer.



sethb@panix.com (Seth Breidbart)	5/18/2005 1:44:54 PM
In article <bdnh811sr9ne33c2qvrps9e45g5me8604k@4ax.com>, lawdog <nunyabusiness@nospam.com> wrote: On Mon, 16 May 2005 08:57:07 -0400, drobinowicz@yahoo.com wrote: I believe the answer to your question will largely depend on 3 factors (1) the laws if your state; (2) the reason for the revocation; and (3) when the charter was truly revoked or just suspended. How about the terms of the contract itself? In California, for example, corporations can be suspended for faiing to file tax returns or failing to file the Statement of Inforamtion. Suspension of corporate powers means, among other things, that the corporation cannot file or defend lawsuits. However, the powers can also be reinstated. Don't the assets of the corporation (including the value of its contracts) continue to exist even if the corporation is suspended or revoked? (It isn't clear who owns them, but clearly actual property does continue to exist.) Seth



lawdog	5/20/2005 8:56:57 PM
On Wed, 18 May 2005 13:44:54 -0400, sethb@panix.com (Seth Breidbart) wrote: I believe the answer to your question will largely depend on 3 factors (1) the laws if your state; (2) the reason for the revocation; and (3) when the charter was truly revoked or just suspended. How about the terms of the contract itself? I don't see how the terms of the contract would have to with it. The question is whether the contract was void or voidable because of the corporation's status. Although it is possible that the contract might have a specific clause addressing the issue, this is generally and issue of statutory or case law as opposed to a contract term. Don't the assets of the corporation (including the value of its contracts) continue to exist even if the corporation is suspended or revoked? (It isn't clear who owns them, but clearly actual property does continue to exist.) I'm not sure I get your point. Suspension of corporate powers is simply that. Techincally, a suspended corporation loses all corporate powers, including the ability to go to court to enforce it's rights. Thoses powers can be reinstate. That brings me back to my original point, that it is a matter of state law.

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