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Can landlord sue for rent after 1 year of an incorporate company dissolve
Anonymous3 views4 answers
We used to have a restaurant that have been closed and the incorporation had been dissolve one year a go, now the landlord is suing for $75000 of the rent that have not been paid while operating, is there anything they can do, can they come after my personal assets.
The "resolution of the claims" means the creditors split up the remaining assets pro rata, as in a bankruptcy. That's all they get. Shareholders do not become liable for corporate debts by dissolving the corp, if they do it properly.
Did you dissolve your corporation properly with notice to all creditors, etc, including the landlord? If so, you have no more liability for the obligations of the corporation.
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DISCLAIMER–This answer is for informational purposes only under the system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am admitted only in California.
(Bryant) Keith Martin
sbbizlaw.com
Quite often the landlord has the company owners sign a personal guarantee when they sign the lease. Did you personally guarantee the lease? If so, you are most likely responsible for the amount owed. You need to review the lease documents carefully, even better, have an attorney review the lease documents for you.
You should promptly consult with a business attorney concerning this matter.
As the previous post states, in most cases, landlords require that the principal shareholders of a corporation "personally guarantee" the obligations of the corporation under the lease. If you gave a personal guarantee on the lease, then you may have personal liability to the landlord.
Additionally, under Florida law, in order to dissolve a corporation properly, a dissolving corporation must provide for the resolution of known of all known claims against the corporation. The corporation's rent obligation would be a known claim against the corporation. If these claims are not provided for in a dissolution, then the shareholders of the corporation may have personal liability on the claims. Your post does not so state, but I assume from your question that the corporation in this case did not follow the formal dissolution requirements.
If you have personal liability for this claim, then your personal assets are at risk.
In any event, you most likely will need to hire an attorney to represent you and/or the corporation in any suit for the rent obligation. Failure to respond properly to the landlord may result in a judgment against you for the amount claimed.
