What happens when the Articles of Incorporation are revoked?

[Real Frustrated]

What is the name of your state? Oh

This is a complicated situation, but will attempt to make it very simple.

Company was formed as an S Corp and had one share holder.
Company failed to pay state sales tax, and the articles of incorporation were revoked by the state.
Owner of company created a "trust" (while the articles of incorporation were revoked) and placed all shares of company stock into this "trust".
Owner of company dies, and Executor of the estate discovers that the Articles of incorporation had been revoked almost a year prior to the owners death.
Executor had a "personal/financial" interest in this company, and immediately got the articles of incorporation "reinstated" for fear that "creditors" would have access to the company.

Here are my questions...
1. Does this then mean that there actually was not a "corporation" at the time of the owners death?
2. Would it become (by default) a sole propriotership?
3. If the articles of incorporation were not in "good standing", does this mean that no shares for the company actually existed because the business is no longer incorporated?
4. Would this make the trust an "invalid" trust because the shares of the company that were transfered didn't actually exist?

 

[oldman9]

You are confused. WHAT is it that you're trying to achieve?

1. Does this then mean that there actually was not a "corporation" at the time of the owners death?

When the Corp's status becomes "revoked," it means that the State no longer recognizes its legal status to do business in the State. So the answer is Yes.

2. Would it become (by default) a sole propriotership?/QUOTE]

NO. A "revoked" Corp does not "become" anything else. It simply means that the State does not recognize its legal status at that point, and any business that it does (or any contract entered) is considered null and void.

3. If the articles of incorporation were not in "good standing", does this mean that no shares for the company actually existed because the business is no longer incorporated?

The shares STILL "exist." But anything that the Corp does while it's "revoked" has no legal standing.

4. Would this make the trust an "invalid" trust because the shares of the company that were transfered didn't actually exist?

The trust is "valid" even if the ASSETS within the trust are not.