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Your Business is Dead – Are You Liable for its Obligations?

Last month, I wrote about how to terminate a company?s existence by dissolution (How to Kill Your Company when that’s the Only Choice). Since then, people have asked me what their personal responsibility is under California law if the corporation or LLC had outstanding obligations at the time it was dissolved.

The LLC section reference below has been updated to reflect California?s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014).

Assuming that you go through the dissolution process properly and that you do not have any “alter ego” problems, your personal liability generally will be limited to the amount of any distributions that you received at the time of dissolution.

This limitation is set forth in Corporations Code Section 2011 with respect to corporations and Section 17707.07(a)(1)(B) with respect to limited liability companies.

Dana H. Shultz, Attorney at Law  +1 510 547-0545  dana [at] danashultz [dot] com
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  1. 8/2/2010 | 1:14 pm Permalink

    Is this the case even if the obligation is the minimum annual back taxes to the Franchise Tax Board? Their collections dept. claims that they may go after the members of the LLC personally for the LLC’s taxes.

  2. 8/2/2010 | 2:30 pm Permalink

    @Komal
    The discussion in this post has the qualifier “Assuming that you go through the dissolution process properly….”

    As the earlier post (How to Kill Your Company…) notes, part of the dissolution process is filing a final franchise tax return. If the final return is not (properly) filed, then the protection discussed in this post will not be available.

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    [...] month, I posted Your Business is Dead ? Are You Liable for its Obligations?, which stated that, generally, once a business is dissolved, the owners will be personally liable [...]

  5. The High-touch Legal Services? Blog ? For Startup/Early-stage Companies » How to Kill Your Company when that’s the Only Choice

    [...] Follow-up: For information about owners’ personal liability if the business has outstanding obligations at the time of dissolution, please see “Your Business is Dead ? Are You Liable for its Obligations?“. [...]