Need Help Understanding

[SallyHill]

What is the name of your state (only U.S. law)? New Mexico & Texas

Mother passed away. Youngest sister and Mom were really close and involved together financially - all very hush hush from the rest of the family. Mom, dad and youngest sis had a corporation together that several different business ventures were under. Latest was buying and selling and renting real estate.

One month before mom's death, dad and youngest sister remove themselves as directors of the corporation. Leaving mom as the only officer being president. They lived in New Mexico but the corporation is based in Texas and owns a home in Texas that is currently being rented. What would be the benefit of them removing themselves from the corporation, leaving it's sole officer as President, now deceased, owning the property? Does this real estate need to pass through Probate, although I think she died without a will? If so, how is that dealt with regarding the heirs? No one is talking in the family, greed has taken over.

We are just trying to figure out their angle or the game they are trying to play, any ideas?

 

[Zigner]

What is the name of your state (only U.S. law)? New Mexico & Texas

Mother passed away. Youngest sister and Mom were really close and involved together financially - all very hush hush from the rest of the family. Mom, dad and youngest sis had a corporation together that several different business ventures were under. Latest was buying and selling and renting real estate.

One month before mom's death, dad and youngest sister remove themselves as directors of the corporation. Leaving mom as the only officer being president. They lived in New Mexico but the corporation is based in Texas and owns a home in Texas that is currently being rented. What would be the benefit of them removing themselves from the corporation, leaving it's sole officer as President, now deceased, owning the property? Does this real estate need to pass through Probate, although I think she died without a will? If so, how is that dealt with regarding the heirs? No one is talking in the family, greed has taken over.

We are just trying to figure out their angle or the game they are trying to play, any ideas?

Your mom (now deceased) doesn't own the property...the corporation owns the property.

 

[SallyHill]

Yes, I understand that - sorry for not being clear. The fact is however, she was the only living officer of the Corporation. So, what happens to the property now? Who can sell it or who has control of the Corporation and ultimately the property?

I'm just trying to understand why they divested themselves of the Corporation 1 month prior to her death - yes, her death was imminent, although many think dad and little sis helped her along prior to the end of the year. They both stated she would be dead before Christmas and low and behold, she died on Dec 23.

 

[I'mTheFather]

While it may seem like a completely different question and topic, the background that you presented in your previous thread may prove useful in answering your questions in this one. For that reason, forum members prefer posters to keep all relevant questions in the same thread. As a general rule, if it falls in the "Wills and Trusts" forum, no matter the sub-forum, all questions should be in the same thread.

 

[LdiJ]

Yes, I understand that - sorry for not being clear. The fact is however, she was the only living officer of the Corporation. So, what happens to the property now? Who can sell it or who has control of the Corporation and ultimately the property?

I'm just trying to understand why they divested themselves of the Corporation 1 month prior to her death - yes, her death was imminent, although many think dad and little sis helped her along prior to the end of the year. They both stated she would be dead before Christmas and low and behold, she died on Dec 23.

Did they actually divest themselves of their shares or did they simply stop being officers? There is a big difference.

 

[latigo]

What is the name of your state (only U.S. law)? New Mexico & Texas

Mother passed away. Youngest sister and Mom were really close and involved together financially - all very hush hush from the rest of the family. Mom, dad and youngest sis had a corporation together that several different business ventures were under. Latest was buying and selling and renting real estate.

One month before mom's death, dad and youngest sister remove themselves as directors of the corporation. Leaving mom as the only officer being president. They lived in New Mexico but the corporation is based in Texas and owns a home in Texas that is currently being rented. What would be the benefit of them removing themselves from the corporation, leaving it's sole officer as President, now deceased, owning the property? Does this real estate need to pass through Probate, although I think she died without a will? If so, how is that dealt with regarding the heirs? No one is talking in the family, greed has taken over.

We are just trying to figure out their angle or the game they are trying to play, any ideas?

Your mother never owned the home in Texas purchased by the corporation. Thus no part of it is an asset of her estate.

You appear to be approaching the issue as if upon dad and sister resigning as officers/directors followed by the remaining director's death that the ownership of the home passed into limbo. It didn't. It is an asset of the corporation.

And if mother held stock in that corporation, its ownership of the shares automatically passed into her estate upon her death.

If the corporation is now defunct, someone needs to apply to the court for a receiver.

If the corporation remains in good standing, or can be brought into good standing, the stockholders (now including the personal representative of mother's estate) have the ability to elect a new slate of directors and the directors can then in turn nominate a cadre of officers to manage the business affairs, to include selling the assets.

Or wind up its affairs, liquidate the assets, pay any outstanding creditors and distribute any remaining balance in accordance with the stock ownership that is reflected on the books of the corporation.

If you want solutions, then what you need to do is to stop dwelling on would-be devious relatives and spend some money with a Texas lawyer experienced in the state's probate and corporation laws. Sorting this out is not going to be simple. But it will be expensive.