Central District Consumer Bankruptcy Attorney's Association

No point if filing a Chapter 7 if you can wind up and dissolve in an
orderly fashion. Just make sure all the taxes are paid first before paying the
other creditors.
Mark T. Jessee
Law Offices of Mark T. Jessee
"A Debt Relief Agency"
50 W. Hillcrest Drive, Suite 200
Thousand Oaks, CA 91360
(805) 497-5868 (805) 497-5864 (Facsimile)
In a message dated 12/12/2013 8:12:38 P.M. Pacific Standard Time,
bertbri@ymail.com writes:
The corporation here has about $300,000 in debt. At least half of it haspersonal guarantees and the assets have all been liquidated with net
proceeds of about $40,000. So if we send all the creditors a check for
approximately 11% of the balances they will do better than in Chapter 7 because there
will no trustee fees. Does anyone see any advantage in filing Chapter 7
and/or dissolving the corporation? Thanks to all for your imput, I
appreciate it!
On Thursday, December 12, 2013 5:06 PM, cdcbaa
wrote:
In Ca, the corp dissolution forms required someone to take responsibility for the corp debts. I don't dissolve unless the individual debtor wants to
take the debts into a 13 and keep the business.
d
Dennis McGoldrick, 350 S. Crenshaw Bl., #A207B, Torrance, Ca 90503
310-328-1001-voice
On Dec 12, 2013, at 1:49 PM, "Leventhal Law Group, P.C." wrote:
Why dissolve and why file unless their is personal liability. Corps do
not not get a discharge.
Jonathan Leventhal, Esq..
Leventhal Law Group, P.C.
818-347-5800
This email and any attachments thereto may contain private, confidential,and privileged material for the sole use of the intended recipient. Any
review, copying, or distribution of this email (or any attachments thereto) by
others is strictly prohibited. If you are not the intended recipient,
please contact the sender immediately and permanently delete the original and
any copies of this email and any attachments thereto.
Leventhal Law Group, P.C. is a Debt Relief Agency under federal law.
Note: The Leventhal Law Group, P.C. does not represent you until a
written fee agreement has been signed by you and a representation ive of the
Leventhal Law Group, P.C. and all fees listed in the agreement have been paid.
Date:12/12/2013 1:25 PM (GMT-08:00)
To: _cdcbaa@yahoogroups.com_ (mailto:cdcbaa@yahoogroups.com)
Subject: [cdcbaa] Dissolving a corporation
I have a small business case where debtor/corporation will be filing underChapter 7 and also closing the business. Debtor wants to dissolve the
corporation. The question is the timing of dissolving the corporation. They
will not be forming another entity which might operate in the same
industry. Therefore, I see no alter-ego isssues. They want to dissolve now (before
year end) and file the Chapter 7 case early next year. Are there any
problems with this sequence?
No point if filing a Chapter 7 if you can wind up and dissolve in an
orderly fashion. Just make sure all the taxes are paid first before paying
the other creditors.

Mark T.
JesseeLaw Offices of Mark T. Jessee"A Debt Relief Agency"50 W.Hillcrest Drive, Suite 200Thousand Oaks, CA 91360(805) 497-5868 (805)
497-5864 (Facsimile)

In a message dated 12/12/2013 8:12:38 P.M. Pacific Standard Time,
bertbri@ymail.com writes:




The post was migrated from Yahoo.

I respectfully disagree. Previous versions of the Certificate of
Dissolution used to require someone be responsible for any outstanding taxobligations, but never the corp. debts. The current Certificate of Dissolution no
longer contains any such language ever since the requirement for a tax
clearance certificate was eliminated a few years ago. Debts are merely
required to be provided for to the extent the corporation's assets allow. Unpaid
sales tax or other trust fund type taxes on the other hand may still be
the liability of the responsible party(ies). R&T C Section 6829. Otherwise,
shareholder liability is limited to the amount of distribution at
liquidation on the theory that those funds should have been paid to the creditors.
Directors are responsible for paying creditors prior to distributions to
shareholders and can be held liable for their negligence in allowing a
shareholder distribution. Corps Code Section 316(a)(2).
Mark T. Jessee
Law Offices of Mark T. Jessee
"A Debt Relief Agency"
50 W. Hillcrest Drive, Suite 200
Thousand Oaks, CA 91360
(805) 497-5868 (805) 497-5864 (Facsimile)
In a message dated 12/12/2013 5:06:29P.M. Pacific Standard Time,
cdcbaamailbox@gmail.com writes:
In Ca, the corp dissolution forms required someone to take responsibility for the corp debts. I don't dissolve unless the individual debtor wants to
take the debts into a 13 and keep the business.
d
Dennis McGoldrick, 350 S. Crenshaw Bl., #A207B, Torrance, Ca 90503
310-328-1001-voice
On Dec 12, 2013, at 1:49 PM, "Leventhal Law Group, P.C." wrote:
Why dissolve and why file unless their is personal liability. Corps do
not not get a discharge.
Jonathan Leventhal, Esq..
Leventhal Law Group, P.C.
818-347-5800
This email and any attachments thereto may contain private, confidential,and privileged material for the sole use of the intended recipient. Any
review, copying, or distribution of this email (or any attachments thereto) by
others is strictly prohibited. If you are not the intended recipient,
please contact the sender immediately and permanently delete the original and
any copies of this email and any attachments thereto.
Leventhal Law Group, P.C. is a Debt Relief Agency under federal law.
Note: The Leventhal Law Group, P.C. does not represent you until a
written fee agreement has been signed by you and a representation ive of the
Leventhal Law Group, P.C. and all fees listed in the agreement have been paid.
Date:12/12/2013 1:25 PM (GMT-08:00)
To: _cdcbaa@yahoogroups.com_ (mailto:cdcbaa@yahoogroups.com)
Subject: [cdcbaa] Dissolving a corporation
I have a small business case where debtor/corporation will be filing underChapter 7 and also closing the business. Debtor wants to dissolve the
corporation. The question is the timing of dissolving the corporation. They
will not be forming another entity which might operate in the same
industry. Therefore, I see no alter-ego isssues. They want to dissolve now (before
year end) and file the Chapter 7 case early next year. Are there any
problems with this sequence?
I respectfully disagree. Previous versions of
the Certificate of Dissolution used to require someone be responsible for
any outstanding tax obligations, but never the corp. debts. The current
Certificate of Dissolution no longer contains any such language ever since
the requirement for a tax clearance certificate was eliminated a few yearsago. Debts are merely required to be provided for to the
extent the corporation's assets allow. Unpaid sales tax or othertrust fund type taxes on the other hand may still
be the liability of the responsible party(ies). R&T C
Section 6829. Otherwise, shareholder liability is limited to the amount of
distribution at liquidation on the theory that those funds should have been paid
to the creditors. Directors are responsible for paying creditorsprior to distributions to shareholders and can be held liable for their
negligence in allowing a shareholder distribution. Corps Code Section316(a)(2).

Mark T.
JesseeLaw Offices of Mark T. Jessee"A Debt Relief Agency"50 W.Hillcrest Drive, Suite 200Thousand Oaks, CA 91360(805) 497-5868 (805)
497-5864 (Facsimile)
In a message dated 12/12/2013 5:06:29P.M. Pacific Standard Time,
cdcbaamailbox@gmail.com writes:



In Ca, the corp dissolution forms required someone to take responsibility
for the corp debts. I don't dissolve unless the individual debtor wants
to take the debts into a 13 and keep the business.

dDennis McGoldrick, 350 S. Crenshaw Bl., #A207B, Torrance, Ca
90503 310-328-1001-voice

On Dec 12, 2013, at 1:49 PM, "Leventhal Law Group, P.C." <law@3yl.com>
wrote:




Why dissolve and why file unless their is personal liability.
Corps do not not get a discharge.

Jonathan Leventhal, Esq..Leventhal Law Group,
P.C.818-347-5800 This email and any attachments thereto may
contain private, confidential, and privileged material for the sole use of
the intended recipient. Any review, copying, or distribution of this email
(or any attachments thereto) by others is strictly prohibited. If you are
not the intended recipient, please contact the sender immediately and
permanently delete the original and any copies of this email and any
attachments thereto. Leventhal Law Group, P.C. is a Debt Relief
Agency under federal law. Note: The Leventhal Law Group,
P.C. does not represent you until a written fee agreement has been signed by
you and a representation ive of the Leventhal Law Group, P.C. and all fees
listed in the agreement have been paid.
-------- Original message --------
href"mailto:bertbri@ymail.com">bertbri@ymail.com
Date:12/12/2013 1:25 PM (GMT-08:00)
To: cdcbaa@yahoogroups.com
Subject: [cdcbaa] Dissolving a corporation




I have a small business case where debtor/corporation will be filing under Chapter 7 and also closing the business. Debtor wants to
dissolve the corporation. The question is the timing of dissolving the
corporation. They will not be forming another entity which might
operate in the same industry. Therefore, I see no alter-ego
isssues. They want to dissolve now (before
year end) and file the Chapter 7 case early next year. Are there
any problems with this sequence?

The post was migrated from Yahoo.