Inherited Corporation - What would you do?

[imachristian13]

What is the name of your state (only U.S. law)? Corporation is in Pennsylvania - I am in Maryland

I know nothing about corporations. My father passed away in mid-March. He held a corporation HQ'd in PA in which he was listed as both the President and the Treasurer. I live in Maryland. The street address for the corporation is the last home we lived at in Pennsylvania - he lived there until approx. 2004. The mailing address is his former PO Box in Pennsylvania (also, moved in 2004). He moved to Maryland, at that time. Of interest, we have the same name. I have no record of an active business savings or checking account for the corporation. I want to maintain the corporation for possible future use. Here's the things I'd like to determine:

Am I going to want to transfer its location to Maryland or establish an address for it (presumably a POB) in Pennsylvania?

With us having the same name, what do I need to do to "change" the President and Treasurer from him to me? (Is his SSN somewhere deeper in the documentation perhaps?)

Where am I looking to find out more about the corporation overall? I have limited records to review unfortunately.

Thank you.

 

[tranquility]

What does the corporation do? Does it have a physical presence or operating plant?

Does it make money? How much? (Round guess)

Does it earn the money it makes because of capital or because of the work of the principals or other employees?

If you just want to keep a shell open, it really doesn't matter what you do. It is as easy to keep where it is as it is to move. If there is no activity, all you will have is compliance costs to keep it going. You will have to have a stockholder meeting and install yourself as officers of the corporation. I'd get an attorney to write up the minutes if you are actually going to use the shell for anything someday.

 

[Zigner]

What is the name of your state (only U.S. law)? Corporation is in Pennsylvania - I am in Maryland

I know nothing about corporations. My father passed away in mid-March. He held a corporation HQ'd in PA in which he was listed as both the President and the Treasurer. I live in Maryland. The street address for the corporation is the last home we lived at in Pennsylvania - he lived there until approx. 2004. The mailing address is his former PO Box in Pennsylvania (also, moved in 2004). He moved to Maryland, at that time. Of interest, we have the same name. I have no record of an active business savings or checking account for the corporation. I want to maintain the corporation for possible future use. Here's the things I'd like to determine:

Am I going to want to transfer its location to Maryland or establish an address for it (presumably a POB) in Pennsylvania?

With us having the same name, what do I need to do to "change" the President and Treasurer from him to me? (Is his SSN somewhere deeper in the documentation perhaps?)

Where am I looking to find out more about the corporation overall? I have limited records to review unfortunately.

Thank you.

One question - are you a "Junior" (as in, John Doe, Jr.)?

 

[OHRoadwarrior]

Even if the corporation has no assets, It was formed with stock. You must probate the shares of stock along with other assets.

 

[latigo]

What is the name of your state (only U.S. law)? Corporation is in Pennsylvania - I am in Maryland

I know nothing about corporations. My father passed away in mid-March. He held a corporation HQ'd in PA in which he was listed as both the President and the Treasurer. I live in Maryland. The street address for the corporation is the last home we lived at in Pennsylvania - he lived there until approx. 2004. The mailing address is his former PO Box in Pennsylvania (also, moved in 2004). He moved to Maryland, at that time. Of interest, we have the same name. I have no record of an active business savings or checking account for the corporation. I want to maintain the corporation for possible future use. Here's the things I'd like to determine:

Am I going to want to transfer its location to Maryland or establish an address for it (presumably a POB) in Pennsylvania?

With us having the same name, what do I need to do to "change" the President and Treasurer from him to me? (Is his SSN somewhere deeper in the documentation perhaps?)

Where am I looking to find out more about the corporation overall? I have limited records to review unfortunately.

Thank you.

You "inherited" a corporation? Your "father held a corporation"? (By its ears or what?)

You intend to substitute yourself as President and Treasurer? Do you think those corporate offices followed dad to the grave and beyond?

Before you start looking for more about this corporation, I suggest that you acquire some knowledge of the vast field of corporate law. Perhaps beginning with these popular treatises:

"Business Organizations Law" (3d ed., 2011). James D. Cox & Thomas Lee Hazen

"Corporation Law" (2d ed., 2010) Franklin A. Gevurtz,

Also both Pennsylvania and Maryland's Corporations and Associations Acts.
________________

Admitting that you "know nothing about corporations" was not only unnecessary, but an understatement of remarkable proportions.

 

[imachristian13]

What does the corporation do? Does it have a physical presence or operating plant?

Does it make money? How much? (Round guess)

Does it earn the money it makes because of capital or because of the work of the principals or other employees?

If you just want to keep a shell open, it really doesn't matter what you do. It is as easy to keep where it is as it is to move. If there is no activity, all you will have is compliance costs to keep it going. You will have to have a stockholder meeting and install yourself as officers of the corporation. I'd get an attorney to write up the minutes if you are actually going to use the shell for anything someday.

It does not make money. It has not been active for about 20 years. It would appear to be a "shell" as you describe it. As far as I can see, there are no other principals and he was the only employee.
I'll dig in with an attorney.

Thanks.

 

[imachristian13]

One question - are you a "Junior" (as in, John Doe, Jr.)?

He is Junior. I have no suffix because my middle name - while having the same initial - is not the same.

 

[Zigner]

He is Junior. I have no suffix because my middle name - while having the same initial - is not the same.

Then your names are not the same. If you try to "sneak" something through because of the similarity of your names, then you are committing a fraudulent act.

 

[imachristian13]

Even if the corporation has no assets, It was formed with stock. You must probate the shares of stock along with other assets.

The nature of all corporations is that they are formed with stock I take it? Not sure how that will apply since his estate required no probate due to insolvency.

OK...thanks.

 

[tranquility]

The nature of all corporations is that they are formed with stock I take it? Not sure how that will apply since his estate required no probate due to insolvency.

OK...thanks.

The corporation is an asset. Even shells can often be sold for something. I'm not sure you can get control if it without probate or affidavit/small estate administration transfer.

 

[imachristian13]

You "inherited" a corporation? Your "father held a corporation"? (By its ears or what?)

You intend to substitute yourself as President and Treasurer? Do you think those corporate offices followed dad to the grave and beyond?

Before you start looking for more about this corporation, I suggest that you acquire some knowledge of the vast field of corporate law. Perhaps beginning with these popular treatises:

"Business Organizations Law" (3d ed., 2011). James D. Cox & Thomas Lee Hazen

"Corporation Law" (2d ed., 2010) Franklin A. Gevurtz,

Also both Pennsylvania and Maryland's Corporations and Associations Acts.
________________

Admitting that you "know nothing about corporations" was not only unnecessary, but an understatement of remarkable proportions.

Well thanks for the friendly advice. Let's start with the closing remark:

Advising you that I have no knowledge of this subject matter should mean that you would take extra care to pare it down to reasonable bites.
Yes, I inherited the corporation. If he is the only principal of the corporation and I am his sole legal heir, that's not an unreasonable assumption. You could certainly explain why I'm incorrect when you're done looking down your nose at me.
Yes, he held a corporation. It may be an old school term but I doubt you'll have any trouble finding it in the law firms/court rooms that you frequent.
No, I don't intend to substitute myself for anything. I inquired as to if there might be way to save a step. Since the corporate offices were in my kitchen and the adjoining garage growing up, I'm not really worried about that.
Now...you are aware that the general purpose of this site is to ask for some basic advice, right? If I wanted to acquire this knowledge for myself, I'd go to law school. I'm a bit busy right now raising three kids - two medical students and a likely Carson Scholar - and supporting my community. That's why I came here to you.

So, thank you for really putting me in my place. You have shown me so much. I am so enlightened now.

 

[Zigner]

Well thanks for the friendly advice. Let's start with the closing remark:

Advising you that I have no knowledge of this subject matter should mean that you would take extra care to pare it down to reasonable bites.
Yes, I inherited the corporation. If he is the only principal of the corporation and I am his sole legal heir, that's not an unreasonable assumption. You could certainly explain why I'm incorrect when you're done looking down your nose at me.
Yes, he held a corporation. It may be an old school term but I doubt you'll have any trouble finding it in the law firms/court rooms that you frequent.
No, I don't intend to substitute myself for anything. I inquired as to if there might be way to save a step. Since the corporate offices were in my kitchen and the adjoining garage growing up, I'm not really worried about that.
Now...you are aware that the general purpose of this site is to ask for some basic advice, right? If I wanted to acquire this knowledge for myself, I'd go to law school. I'm a bit busy right now raising three kids - two medical students and a likely Carson Scholar - and supporting my community. That's why I came here to you.

So, thank you for really putting me in my place. You have shown me so much. I am so enlightened now.

That's all you took away from the attorney's post?