Corporate Law Not doing business any longer.

[rkopplin]

I am/was sole stockholder in a "C" corporation that provided architectural design services in the State of Texas. Ceased doing active business at leat two years ago, but corporation is still legal entity, with no income and not assets.

An owner of a building that the corporation designed has filled suit against me for defective design using the Texas Deceptive Trade Practices act.

Can I just "formally" desolve the business and tell the owner to take a hike?

 

[Michael Wechsler]

I'm not sure why you created a "C" corporation if you were the sole stockholder. "S" corporations are far more beneficial to small corporations with less than 35 stockholders and especially 100% individually owned. But that is a side point.

I don't think you want to shut down the corporation and tell the plaintiff to take a hike for several reasons. First, you may be subjecting yourself to liability if you take such action which would seem to be in response to a lawsuit. Second, if the company has no assets, then it shouldn't make a difference either way since any judgment would be against a judgment proof defendant. Third, I wonder how long the statute of limitations are for the suit in question. If there is any personal liability that could arise, it might be a while until the plaintiff decides to go that route and this could work to your advantage.

Just my take with limited facts.