Corporate Law Business Partner and "legal name"

[ChloeElan]

My jurisdiction is: Iowa

My husband's business partner in their joint LLC is actually an "umbrella" corporation, set up for the partner's other business ventures. Paperwork, such as the operating agreement is signed in the name of the partner's umbrella company. We just noticed inadvertently, while obtaining paperwork from the Secretary of State website, that the umbrella company does not exist in the State database. Does this invalidate the operating agreement? Are there any ramifications for having an agreement with an entity that doesn't seem to exist? Thank you for considering this question.

 

[dee_dub]

I don't know how the Iowa corporate registry works, but where I come from, corporations have to be registered; if it's not registered, it doesn't exist. Lack of existence could most certainly impact your operating agreement. It could mean (as I recollect your question in another thread) that there is no other entity that might be liable in the event your corporation incurs debts or legal liabilities, and your husband might be solely liable.

I would ask your business partner about the non-existent company, and I'd be prepared to pull the plug if he doesn't have some very good answers. At the very least, it seems he has not been honest about the nature of his business.