Dissolved corporation transferring real estate

[dlminton]

What is the name of your state? Massachusetts

Corporation A is "administratively dissolved" and has been so for several years. To "reverse" Corporation A's dissolution, by one attorney's opinion, would require paying some 15 years of annual filing fees and minimum excise taxes.

May Corporation A transfer its real estate assets (and corresponding liabilities) to Corporation B with out "reversing" the dissolution?

Both corporate entities have the same sole owner. Corporation B has been paying all property and other taxes as due on the Corporation A land. Although the mortgage has been in technical default for many years (the mortgage holder is deceased), the (unknown) successors to that interest have not made any effort to intiate foreclosure (perhaps due to the potential liabilities in the legal, permitted and ongoing use of that property as a disposal site).

If such a transfer were effected, is the mortgage obligation (against the Corporation A's property) limited to the specific land so encumbered, or does Corporation B become liable for any obligations in excess of the liquidated value of Corporation A's orginal parcel of real estate

 

[seniorjudge]

Corporation A is "administratively dissolved" and has been so for several years. To "reverse" Corporation A's dissolution, by one attorney's opinion, would require paying some 15 years of annual filing fees and minimum excise taxes.

I agree.



May Corporation A transfer its real estate assets (and corresponding liabilities) to Corporation B with out "reversing" the dissolution?

No. A dissolved corporation may transfer assets as part of its winding up, but 15 years is stretching beyond any credibility.



Both corporate entities have the same sole owner. Corporation B has been paying all property and other taxes as due on the Corporation A land. Although the mortgage has been in technical default for many years (the mortgage holder is deceased), the (unknown) successors to that interest have not made any effort to intiate foreclosure (perhaps due to the potential liabilities in the legal, permitted and ongoing use of that property as a disposal site).

Perhaps you could try a quiet title suit as Corporation B. Consult a real estate attorney.


If such a transfer were effected, is the mortgage obligation (against the Corporation A's property) limited to the specific land so encumbered, or does Corporation B become liable for any obligations in excess of the liquidated value of Corporation A's orginal parcel of real estate

Corporation B would take the land with all the warts, unless the warts were wiped out in the quiet title suit.