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Can I Sue A Dissolved Company?

A dissolved company is a corporation that has ceased to exist as a legal entity. This can happen for a variety of reasons, such as bankruptcy, voluntary dissolution, or administrative dissolution by the state. Once a corporation is dissolved, it is generally no longer liable for its debts or obligations. 

However, there are some exceptions to this rule. In California, for example, you may be able to sue a dissolved company if the company has undistributed assets, if the company’s assets have been distributed to shareholders, or if the company is a defendant in a quiet title action. 

Suing a Dissolved Company for Undistributed Assets

If a dissolved company has undistributed assets, you may be able to sue the company to the extent of those assets. This means that you can only collect your damages up to the value of the company’s remaining assets. 

Suing Shareholders of a Dissolved Company

If the assets of a dissolved company have been distributed to shareholders, you may be able to sue those shareholders to the extent of their pro rata share of the claim. This means that you can only collect your damages from each shareholder up to the amount of money they received from the company when it dissolved. 

Suing a Dissolved Company in a Quiet Title Action

A quiet title action is a lawsuit that is used to settle a dispute over the ownership of real property. If a dissolved company is a defendant in a quiet title action, you may be able to sue the company to settle the dispute. 

Statute of Limitations

You must file your lawsuit against a dissolved company within the applicable statute of limitations. The statute of limitations is the time period within which you must file a lawsuit after your cause of action arises. In California, the statute of limitations for suing a dissolved company is four years. 

Service of Process

Service of process is the process of delivering a lawsuit to a defendant. When you sue a dissolved company, you must serve the lawsuit on an officer, director, or person having charge of the company’s assets. If no such person can be found, you can serve the lawsuit on the Secretary of State. 


Suing a dissolved company can be a complex process. It is important to consult with an attorney to determine if you have a valid claim and to understand the applicable laws and procedures. Contact us for a consultation today! 

Please note that this is for informational purposes only, and reading this information does not create an attorney-client relationship between us. If you have any questions about upcoming legal changes in California or if you need legal support for your business contact us to discuss representation. Together, we can navigate the complexities of California’s employment law landscape and ensure your business thrives.



PLEASE NOTE: This is not a representation, warranty, or guarantee of a future result or outcome. Every case is different just like every one of our clients.