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Who owns a tangible asset when a corporation goes out of business?
Anonymous4 views3 answers
My father was the president of and our family was the majority owner in a small corporation whose only asset was a piece of property in rural eastern Washington. The deed to the property names the corporation as owner. My father let the state business license lapse in the early 1980's but has continued to pay all taxes and fees. There are no outstanding external debts or liens against the property or corporation. The few remaining original internal stock holders outside our family have had no active participation or contributed any money to maintaining the property for 30 years.
My brother and I reformed the corporation with the same name years ago. The federal tax ID remained the same as the original corporation.
Who technically owns the property?
The re-forming of the corporation and using the same EIN number troubles me a bit (as opposed to reviving the probably suspended corporation.) I think you need the advice of local Washington legal counsel to see if your state has any law on this "chain of title." The lawyer will want to see whatever corporate books and agreements you have, and proof of payment of taxes. The accounting of all this is not easy. I suspect your father was paying taxes and fees with personal not corporate funds. I am not a lawyer in your state, but I suggest that the shareholders of the original corporation, not the new corporation are the "owners".
You should have a local business attorney review your documents and deed, but if the deed to the property names the corporation as owner, and nothing has caused ownership to change all these years, the corporation would remain the owner.
I agree with the above attorneys. Given the facts you've provided, it sounds as though the original company would still be the owner of the property. However, in order to properly answer your question, a review of all documents for the corporation is necessary because there may have been a transfer of the assets of the business at some point.
