Hello and thank you for your question.
The way to look at this is first to know that unless a couple of
exceptions apply, you and your corporation are two different persons.
Liens are security interests, meaning that an asset under a lien can't
be sold without satisfying the person who holds the lien (in this case
the State of California). Moving out of state doesn't make the lien
go away, and the US Constitution requires every state to give "full
faith and credit" to every judgment.
The corporation's lack of good standing doesn't change anything,
except it owes some extra money for being in arrears on its franchise
taxes. [If the corporation was also trying to sue somebody it
couldn't start the suit until it got its good standing back in place.]
Moving out of state also doesn't mean your corporation will be able to
excape being sued in California by the State for money owed. When
your corporation was formed, one of the papers you signed was an
agreement that legal service (like a subpoena, court jurisdiction,
etc) could be served on the California Secretary of State on behalf of
the corporation. So the fact that all the corporate officers and
directors are out-of-state won't allow them to ignore the suit. So in
a California court action against the corporation, if you don't show
up to defend a default judgment will be taken against the corporation.
And the liens will make it easier for the judgment to be satisfied
from corporate assets.
As for you personally, if there are liens against you what becomes of
them depends on what kind of liens they are. For example if your
wages have been garnished and you quit your job, that ends that. But
if there are liens against real estate that you own personally leaving
the state won't change things.
The exceptions I mentioned above (that could make you personally
liable for your corporation's debts) are
(i) if you failed to pay over employee tax withholding you're
personally liable for them
(ii) if there is a corporate debt that you guaranteed personally you
can be sued for it as well as the corporation
Here is some background on the subject:
Past-due Liabilities
http://www.taxes.ca.gov/pastduebus.html
California Tax Liens
http://www.edd.ca.gov/taxrep/de631tl.pdf
Search terms used:
california corporation lien site:ca.us
Of course, answers and comments provided on Google Answers are general
information, and are not intended to substitute for informed
professional medical, psychiatric, psychological, tax, legal,
investment, accounting, or other professional advice. But this answer
should help you understand how the system is likely to work.
Sincerely,
Google Answers Researcher
Richard-ga |
Request for Answer Clarification by
viper4me-ga
on
31 Jan 2005 09:39 PST
Thank you1 Good answers. When you say it depends on what kinds of
liens, do you mean personal? Because I personally guaranteed debt for
an individual's loan (a wealthy investor)to the company just before
9/11 destroyed our promised VC funding. As a result the individual
sued, received a judgement and placed a lien even though he has not
been able to collect. Is this the type of lien you mean and does being
out of state avoid his collecton on me personally until we can pay him
hopefully at a later date? His judgement obviously gets in the way of
having large balances available that, if he were to get it, wold
destroy the business at tis point.
Thanks,
Viper4me
|
