Central District Consumer Bankruptcy Attorney's Association

That was my question essentially. Can there be a "final" tax return if the
corp is not actually wound up until after the BK, and if one is filed, then
what's left for the BK?
Turns out there might actually be some collectible receivables, so there may
be some point in filing. Maybe it should wait to file 2010 taxes, or at
least not file it as "final"? What do you think about filing 2010 but not
as a "final return"? Corp got an extension to file 2010, but normally in
personal cases the trustees want the most recent returns filed despite the
request for an extension. Don't know if that's the same in a corporate
case.
I have advised of all the reasons not to file this BK, and all the pitfalls,
and the no discharge, but debtor wants it done so everyone knows it's
officially dead, and he is "confident" that all T's were crossed and I's
dotted. Famous last words. Maybe he wants an official proclamation of the
death of this corporation, like from the Wizard of Oz, "As Coroner I must
aver, I thoroughly examined her. And she's not only merely dead, she's
really most sincerely dead."
Holly Roark
On Thu, May 12, 2011 at 2:19 PM, Mark T. Jessee wrote:
> The joy of clients and their thought process! No matter how good your
> advice to them, it does not matter if they will not hear you. Unless there
> is some sort of creditor scrutiny for potentially piercing
> the corporate veil and there were no improprieties, filing a bk under the
> circumstance you discribed would seem pointless to drive another stake
> through the nonbeating heart of an already dead corporation. If the
> corporate formalities were not followed filing a bk just invites further
> examination and exposure of the officer(s)/shareholder(s). If the
> corporation is intent on filing despite not getting a discharge, not having
> any collectable assets to administer, and having already reported to the
> state of California that it is would up and dissolved I do not see how it
> can file a final tax return before the bankruptcy is closed.
>
>
>
>
> 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)
>
>
>
> On Thu, 12 May 2011 13:37:41 -0700, Holly Roark wrote:
>
>
>
> Well Mark, those were my questions to the Debtor as well but he wants to do
> it I think more as a formality to drive the final stake through the heart of
> the company.
>
> Holly Roark
>
> On Thu, May 12, 2011 at 12:51 PM, Mark T. Jessee > wrote:
>
>> What is the point of a corporate bankruptcy if the company is wound up and
>> dissolved in the past tense? It is done and there are no more legal
>> requirements for it to do anything other than file the final tax retuns if
>> the receivalbes are uncollectable. Why expend the time and money to file a
>> corporate chapter 7 if the corporation was not able to collect a debt while
>> it was operating? Why would a trustee want to invest time and money to
>> pursue an uncollectable debt if a chapter 7 petition was filed? The tax
>> return has no relevance to the bankruptcy other than it confirms that the
>> receivables are uncollectable and that the now dissolved corp should
>> issue 1099c's to the deadbeat receivalbe obligees.
>>
>>
>>
>>
>> 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)
>>
>>
>>
>>
>> On Thu, 12 May 2011 11:25:10 -0700, Holly Roark wrote:
>>
>>
>>
>> I KNOW NOTHING ABOUT TAX. Your guidance is appreciated.
>>
>> Under California law, a dissolved corporation or limited liability
>> company continues to exist for the purpose of:
>>
>> winding up its affairs;
>>
>> prosecuting and defending actions to collect and discharge obligations;
>>
>> disposing of and conveying its property; and
>> collecting and dividing its assets. [Calif. Corps.C. 2010, 17354(a)]
>>
>> Such a corporation or limited liability company does not continue to exist
>> for the purpose of continuing business except to the extent necessary to
>> wind up its business. [Calif. Corps.C. 2010, 17354(a)]. The effect is
>> that a dissolved California corporation or limited liability company can
>> file a bankruptcy petition to liquidate but not to reorganize.
>>
>> Debtor liquidated company to the extent possible and paid off as many
>> creditors as possible. There is one large creditor remaining, and
>> receivable assets remaining that so far have been uncollectible. A
>> certificate of dissolution was filed in April 2010, checking the box that
>> says, " The corporation's known debts and liabilities have been paid as far
>> as its assets permitted." Debtor wants to file Chapter 7 and allow a
>> trustee to try to collect those remaining receivables and pay the large
>> creditor to the extent possible.
>>
>> Accountant is preparing the "final" tax return for the business which is
>> 2010. He tells me that after the return is prepared and filed
>> the balance sheet will show "zeros" because of how they offset the assets
>> and liabilities. I am not sure what that means with respect to the Chapter
>> 7. The collectibles will still exist, as will the big creditor. Should
>> debtor not file the final tax return prior to filing BK? Will filing the
>> "final" tax return mean that there is nothing left to wind up or liquidate,
>> meaning that it can't file the bk? Should he wait and let the estate file
>> the final tax return? Or will the tax return have no effect on the Chapter
>> 7?
>>
>> Thanks for your help.
>>
>>
>>
>> Holly Roark
>> holly@roarklawoffices.com
>> www.roarklawoffices.com
>> Central District of California
>> Consumer Bankruptcy Attorney
>> 1875 Century Park East, Suite 600
>> Los Angeles, CA 90067
>> T (310) 553-2600
>> F (310) 553-2601
>>
>> I'm riding in AIDS/LifeCycle 10, a 545-mile bike ride from San Francisco
>> to Los Angeles,
>>
>> June 5-11, 2011, to raise money for the Jeffrey Goodman Clinic and other
>> services for
>>
>> people with AIDS.
>>
>> You can make a donation online (or obtain a pledge form) at
>> http://www.tofighthiv.org/goto/
>> holly
>> __o
>>
>> _`\>
>> (_)/ (_)
>>
>> SF * * * * * * * * * * * * * * * * * * * * * * 545 miles * * * * * * * * *
>> * * * * * * * * ** * * * LA
>>
>>
>>
>> >>
>>
>>
>>
>>
>>
>>
>>
>
>
>
> --
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
> I'm riding in AIDS/LifeCycle 10, a 545-mile bike ride from San Francisco to
> Los Angeles,
>
> June 5-11, 2011, to raise money for the Jeffrey Goodman Clinic and other
> services for
>
> people with AIDS.
>
> You can make a donation online (or obtain a pledge form) at
> http://www.tofighthiv.org/goto/
> holly
> __o
>
> _`\
> (_)/ (_)
>
> SF * * * * * * * * * * * * * * * * * * * * * * 545 miles * * * * * * * * *
> * * * * * * * * ** * * * LA
>
>
>
> >
>
>
>
>
>
>
>
>
>
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
I'm riding in AIDS/LifeCycle 10, a 545-mile bike ride from San Francisco to
Los Angeles,
June 5-11, 2011, to raise money for the Jeffrey Goodman Clinic and other
services for
people with AIDS.
You can make a donation online (or obtain a pledge form) at
http://www.tofighthiv.org/goto/ holly
__o
_`\
The post was migrated from Yahoo.

charsetF-8;
format="flowed"
The joy of clients and their thought process! No matter how good your
advice to them, it does not matter if they will not hear you. Unless
there is some sort of creditor scrutiny for potentially piercing the
corporate veil and there were no improprieties, filing a bk under the
circumstance you discribed would seem pointless to drive another stake
through the nonbeating heart of an already dead corporation. If the
corporate formalities were not followed filing a bk just invites
further examination and exposure of the officer(s)/shareholder(s). If
the corporation is intent on filing despite not getting a discharge,
not having any collectable assets to administer, and having already
reported to the state of California that it is would up and dissolved I
do not see how it can file a final tax return before the bankruptcy is
closed.
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)
On Thu, 12 May 2011 13:37:41 -0700, Holly Roark wrote:
Well Mark, those were my questions to the Debtor as
well but he wants to do it I think more as a formality to drive the
final stake through the heart of the company.
Holly Roark
On Thu, May 12, 2011 at 12:51 PM, Mark T. Jessee wrote:
What is the point of a corporate bankruptcy if the company is wound up
and dissolved in the past tense? It is done and there are no more
legal requirements for it to do anything other than file the final tax
retuns if the receivalbes are uncollectable. Why expend the time and
money to file a corporate chapter 7 if the corporation was not able to
collect a debt while it was operating? Why would a trustee want to
invest time and money to pursue an uncollectable debt if a chapter 7
petition was filed? The tax return has no relevance to the bankruptcy
other than it confirms that the receivables are uncollectable and that
the now dissolved corp should issue 1099c's to the deadbeat receivalbe
obligees.
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)
On Thu, 12 May 2011 11:25:10 -0700, Holly Roark wrote:
I KNOW NOTHING ABOUT TAX. Your guidance is appreciated.
Under California law, a dissolved corporation or limited liability
company continues to exist for the purpose of:
winding up its affairs;
ions;
disposing of and conveying its property; and
collecting and dividing its assets. [Calif. Corps.C.
Such a corporation or limited liability company does not continue to
exist for the purpose of continuing business except to the extent
necessary to wind up its business. [Calif. Corps.C. 2010,
17354(a)]. The effect is that a dissolved California corporation or
limited liability company can file a bankruptcy petition to liquidate
but not to reorganize.
Debtor liquidated company to the extent possible and paid off as many
creditors as possible. There is one large creditor remaining, and
receivable assets remaining that so far have been uncollectible. A
certificate of dissolution was filed in April 2010, checking the box
that says, " The corporation's known debts and liabilities have been
paid as far as its assets permitted." Debtor wants to file Chapter 7
and allow a trustee to try to collect those remaining receivables and
pay the large creditor to the extent possible.
Accountant is preparing the "final" tax return for the business which
is 2010. He tells me that after the return is prepared and filed the
balance sheet will show "zeros" because of how they offset the assets
and liabilities. I am not sure what that means with respect to the
Chapter 7. The collectibles will still exist, as will the big
creditor. Should debtor not file the final tax return prior to filing
BK? Will filing the "final" tax return mean that there is nothing left
to wind up or liquidate, meaning that it can't file the bk? Should he
wait and let the estate file the final tax return? Or will the tax
return have no effect on the Chapter 7?
Thanks for your help.
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
I'm riding in AIDS/LifeCycle 10, a 545-mile bike ride from San
Francisco to Los Angeles,
June 5-11, 2011, to raise money for the Jeffrey Goodman Clinic and
other services for
people with AIDS.
You can make a donation online (or obtain a pledge form) at
http://www.tofighthiv.org/goto/holly
__o
_`\
start="141uviwpg0dc@webmail.mysuperpageshosting.com"
charsetF-8
The joy of clients and their thought process! No matter how good your
advice to them, it does not matter if they will not hear you. Unless
there is some sort of creditor scrutiny for potentially piercing
the corporate veil and there were no improprieties,
filing a bk under the circumstance you discribed would seem pointless
to drive another stake through the nonbeating heart of an already dead
corporation. If the corporate formalities were not followed filing a bk
just invites further examination and exposure of the
officer(s)/shareholder(s). If the corporation is intent on filing despite
not getting a discharge, not having any collectable assets to administer, and
having already reported to the state of California that it is would up
and dissolved I do not see how it can file a final tax return before the
bankruptcy is closed.

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)
On Thu, 12 May 2011 13:37:41 -0700, Holly Roark
wrote:

The post was migrated from Yahoo.