In times of uncertainty many owners of corporations and LLCs may consider folding up their operations. CPAs and other advisors may suggest dissolving these entities to save on fees and to be done with it all.
But hold on: The "easy" route of dissolution can have significant negative consequences.
In California, for example, shareholders can be held personally liable for corporate obligations arising before or after a dissolution. The rule is found in California Corporations Code §2011. The same rule exists for LLC members pursuant to California Corporations Code §17355.
The deadline for suing
So what is the solution?
Do not dissolve your entity. Keep it alive until the statute of limitations period has run.
Here is an example of why it makes sense to keep your entity alive.
Joe owns Merced Consulting, Inc., a Nevada corporation qualified to do business in California. With a downturn in the economy Joe's consulting business has suffered. His CPA suggests dissolving the corporation and eliminating the expense of an extra tax return. The CPA says his other consulting client Mary has just dissolved her entity.
But what happens in a downturn? People start to file claims over old business disputes, whether real or imagined. In good times when the money is coming in, camiseta del chelsea 2010 grievances may be overlooked. In tougher times people will sue. And with business contract statutes of limitations typically being six long years, plenty of Joe's clients may be looking for a new pocket to dip into to help pay for their current troubles.
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