QUESTION

Do I inherit my husband's business?

Asked on Mar 06th, 2020 on Business Law - New Jersey
More details to this question:
My husband passed away five years ago October 19th 2014 he had a c corporation flipping houses my question is he opened up his business in Delaware but operated out of Pennsylvania there is a property attached to this business that I am doing you subject to with a friend of mine because I was not able to afford to fix this property after I had tenants in it there is a loan attached to this property also that the amount of the loan over exceeds the cost of the house and I am responsible for that loan according to the bank I want to dissolve my husband's business because I don't do anything with it I don't make any profit from it the friend that I do the subject to with gives me $100 a month and he takes over all the payments the loan, the taxes and ins on the property, am I responsible for his business, he had no will and nothing was signed, shareholder papers, and business papers.
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1 ANSWER

Appellate Practice Attorney serving New York, NY
Corporations are separate legal entities which exist apart from their shareholders and continue past the lifetimes of their shareholders.  If your husband was the sole shareholder of the corporation and you were the sole inheritor of his estate, then you inherited the shares and own the corporation.  However, if the corproation has paid no corporate taxes for the years since your husband's death, it may have been dissolved by the state and/or have tax liens against its property..  Assuming that the corporation was not dissolved for non-payment of taxes, it - not you personally - would continue to own any assets it owned before your husband's death, including the real estate you mention. Corporations also have obligations for which they are responsible, not their shareholders.  In the normal course, if the corporation borrowed money from a bank, it would be responsible for repaying that obligation, and its property could be used to satisfy that debt; you and your personal assets would not be at risk.  However, becasue shareholders are not personally liable for their corporation's obligations, the bank would likely have wanted your husband's personal guaranty of the loan, and his estate would be liable on that guaranty.  Also, i would have thought that the bank wuld have wanted a personal guaranty from you as well. You need to straighten out (a) what the corporation's status is; (b) whether it owes any back taxes; and (c) which people and/or entities are liable on the obligation to the bank.     To do this you need to get together all of the relevant paperwork, and it may be helpful to engage a local attorney if the cost is not prohibitive.
Answered on Mar 06th, 2020 at 7:51 AM

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