Liquidating corporation liabilities

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Even a voluntary dissolution of the corporation will have an adverse effect on the shareholders, if business operations are not properly concluded.

In general, a shareholder's liability for any unpaid remaining debts of the corporation is limited to the amount of corporate assets distributed to the shareholder.

This situation typically occurs when the relationship among one or more shareholders becomes acrimonious and effectively prevents operation of the corporation's business.

An involuntary dissolution should be avoided because the end result is financially negative for the shareholders.

In most cases, the misstep occurs by failing to file articles of dissolution with the state -- which means the corporation still exists and must continue making its annual filings and payment of fees to the state.


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