Google Answers Logo
View Question
Q: LLC ( No Answer,   4 Comments )
Subject: LLC
Category: Business and Money
Asked by: jeraboo-ga
List Price: $5.00
Posted: 29 Oct 2006 01:31 PDT
Expires: 28 Nov 2006 00:31 PST
Question ID: 778023
If a parcel of real estate in California is owned by a California LLC
and that LLC fails to pay its fees and is dissolved, who then owns the
There is no answer at this time.

Subject: Re: LLC
From: keystroke-ga on 29 Oct 2006 07:12 PST
Are these tax fees?  It would probably be sold for the tax lien, I guess.
Subject: Re: LLC
From: jeraboo-ga on 29 Oct 2006 09:35 PST
No, these are just the fees to keep the LLC in existence. Not paying
them is not a problem; its just that your LLC will be dissolved.
Subject: Re: LLC
From: wordsmth-ga on 31 Oct 2006 12:21 PST
That's an interesting problem. Might be worth a quick conversation
with a lawyer. After all, if the LLC owns it--the deed is in the name
of the LLC--and the LLC goes out of existence--then the deed is made
out to a non-existent entity. If a person whose name is on a deed
dies, then there are established ways of transferring ownership (joint
tenancy, for instance, followed by a will, followed by whatever the
state prescribes regarding inheritance). It probably comes down to
some regulation that's state-specific...California might well have
different regulations than New York. Definitely check with a lawyer on
this one. Good question!
Subject: Re: LLC
From: kbl_sw-ga on 22 Nov 2006 06:18 PST
You should look at California statutes section 17001-18000 for Limited
Liability Company rules. When you say the LLC is dissolved, in what
manner do you mean? If it was a judicial dissolution, then assets of a
limited liability company can be liquidated to pay creditors.

If the LLC willfully files a Certificate of Cancellation with the
Secretary of State, then the company is stating all of its assets have
been used and distributed to pay obligations, manager salaries and to
imburse members for their shares.

Are you certain the LLC was actually dissolved, or is it a case of the
principals merely walking away from managing the company? This is a
common but dangerous mistake many corporations and limited liability
companies make (they assume they can walk away from the company and
their business is done).  What the need to know is that the company's
obligations continue, and they might be subjecting themselves to
personal liability.

You can check the dissolution statute at The pertinent law is about
3/4 of the way down the page under "Chapter 8. Dissolution "
enumerated as 17350-17357.

As long as the company does not continue operating after it has filed
a Certificate of Cancellation, it is supposed to pay its obligations
in a particuliar order. If it does this correctly, then the company
should not own any assets after dissolution.  In the event of
involuntary dissolution, then the Court will order the assets to be
liquidated in a certain fashion - again, no assets would remain. The
gist of this is more thoroughly commented on under the heading
"Continuity of Limited Liability Company Existence" <a

None of this is intended or to be construed as legal advice, it is
only intended to make you aware that this is a complex are of law, and
assumptions can be dangerous. It would well be worth your time to pay
a corporate attorney his hourly fee to provide a binding opinion.

Important Disclaimer: 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. Google does not endorse, and expressly disclaims liability for any product, manufacturer, distributor, service or service provider mentioned or any opinion expressed in answers or comments. Please read carefully the Google Answers Terms of Service.

If you feel that you have found inappropriate content, please let us know by emailing us at with the question ID listed above. Thank you.
Search Google Answers for
Google Answers  

Google Home - Answers FAQ - Terms of Service - Privacy Policy