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Daisy703

Junior Member
I'm hoping somebody knows the answers I'm looking for. I've called IRS and the State Corporation Commission and they keep telling me to call the other lol or I get transferred around and finally cut off. I've googled and read pages of information but haven't found this situation addressed. I've been advised to consult an attorney but really if I can get some simple questions answered I may not need one. I'll try to keep it simple.

My dad owned and operated a Va. corporation for over 40 years. For the last several years it was barely breaking even or going in the hole. He had to use his own money at times to keep bills paid until he could decide what to do. His health suddenly began to decline and four months after being diagnosed with cancer he passed away. The only other officer listed in the corporation came out of retirement to help physically dissolve the business. Fortunately that was nearly finished when he too passed away.

The business shut down with large amounts of money owed both to and from. When my dad died, companies literally quit paying their bills therefore the company bills couldn't be paid. Both officers of this corporation died within months of each other. There were no tax liabilities because it was not profiting. All payroll taxes were paid however. All company business was entered into Quickbooks and we currently have all supporting paperwork in storage.

Some creditors have been harassing my mom by phone and in person. My mom does not exist on any paperwork having to do with this business or corporation. They are reaching her because until recently my dad's name was on her phone and address, and otherwise linked to her. Most of what they owned was joint and is now solely in her name. There was only one business debt that my dad personally guaranteed and she paid it off.

One of her friends told her that we needed to officially dissolve the corporation or these creditors can take her to court. She's convinced that we need to do this or she could "lose everything she owns". I've done the research and I know that in order to dissolve it, we need to file all income taxes and then file for dissolution with the SCC. I completed the tax returns, mostly to show her there is no tax owed but I can't submit them because there are no living officers to sign. But do I really need to anyways?

My thinking is that since she is not tied to this business/corporation, then she has no liability whatsoever, correct? Is it entirely necessary for any reason for us to officially dissolve this corporation? The only outstanding debt that may matter is that the corporation owes The Va. State Corporation Commission a little over a thousand dollars. Does that affect her as surviving spouse of an officer since it's a state agency, similar to taxes?

The only way I can see to accomplish this is for her to file for the shares with probate court, but seems to me that would cause her more problems than it's worth?

I appreciate any facts I can get on this, thanks!
 



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