LLC. dissolved by the state for failure to file yearly status.

[Jcsmoke]

Jurisdiction

Wisconsin

LLC. used as the entity taking partial ownership stake in a company was allowed to be dissolved by the state for failure to file annual report. If someone else takes that LLC name in the same state, does that new llc now own the shares in the other company?

For example ABC LLC. is made to take ownership stake of 25% in company XYZ LLC. The original ABC LLC. owner fails to complete annual reports and the state dissolves ABC LLC. Joe Blow comes along and now makes ABC LLC. Since the shares in XYZ LLC. are vested in ABC LLC. does the new ABC LLC. still own the shares? Does Joe Blow now have control of that 25%?

 

[army judge]

If the company was dissolved according to state law, what would be left for anyone to subsume, appropriate, consume, pilfer, or take?

 

[Jcsmoke]

ABC LLC was dissolved not XYZ LLC. As far as XYZ LLC is concerned, ABC LLC still owns 25% of the company.

 

[army judge]

ABC LLC was dissolved not XYZ LLC. As far as XYZ LLC is concerned, ABC LLC still owns 25% of the company.

If something was dissolved, owning 50% of NOTHING is also 100% of NOTHING.

 

[adjusterjack]

Since the shares in XYZ LLC. are vested in ABC LLC. does the new ABC LLC. still own the shares?

No.

Does Joe Blow now have control of that 25%?

No.

Though if Joe Blow claims ownership through his new LLC, it's up to XYZ LLC to defend against that claim.

 

[zddoodah]

LC. used as the entity taking partial ownership stake in a company was allowed to be dissolved by the state for failure to file annual report. If someone else takes that LLC name in the same state, does that new llc now own the shares in the other company?

Of course not. That's like asking, if Bill Gates died and I changed my name to Bill Gates, would I own Microsoft.

For example ABC LLC. is made to take ownership stake of 25% in company XYZ LLC. The original ABC LLC. owner fails to complete annual reports and the state dissolves ABC LLC.

States will suspend corporations and LLCs for failing to file annual reports, but I've never heard of a state actually dissolving a corporation or LLC under those circumstances. That aside, upon dissolution ABC's 25% interest in XYZ would pass to the members of ABC (unless that interest had to be sold to pay ABC's debts or the articles of organization of XYZ provide for some other disposition of the interest).

Is this just a random hypothetical, or are you actually involved in a situation that fits this description?