Changing the state of a corporation - Posted by Alexander (FL)

Posted by John Merchant on May 14, 2010 at 18:43:14:

Law on this will be a little different in all 50 but here’s what my WA law is, currently:

If WA LLC is dissolved because of non-renewal, IT can still be sued for subsequent 2 years (in some cases longer) but IT can NOT bring a suit or present any valid defenses in court.

So here, if such LLC has any contracts still in being and possibly enforceable by either party, such as maybe a RE contract where it’s selling a house, or it has a contract to buy one, it’d do better to keep that LLC renewed with the state as then it could defend and represent itself in court; much better if it has not gone delinquent.

IMHO the 2 LLCs you mention, although having the same name are 2 distinctly different entities so anything #2 would do should have no legal effect on #1’s contracts. And vice versa.

Changing the state of a corporation - Posted by Alexander (FL)

Posted by Alexander (FL) on May 13, 2010 at 22:08:40:

Say one of the partners is an LLC formed in Nevada, signs a contract in that company name.

After a few years, this partner dissolves the Nevada LLC and reforms a new LLC with the exact same name in Wyoming.

Does this change invalidate the contract?
Why or why not.

Thanks