Opinion Letter Legal Research and Writing

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  • Topic: Corporation, Model Business Corporation Act, Henry Davies
  • Pages : 3 (750 words )
  • Download(s) : 133
  • Published : November 11, 2010
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(914) 123-4567

July 17, 2010

Mr. Henry Davies
Lowe Inc
17 Construction Avenue
Peekskill, NY 10566

Re: Administrative Dissolution.

Dear Mr. Davies:

It is our understanding that you would like our opinion on the administrative dissolution that is currently affecting your business, and what actions can be taken to get it reinstated. As per our telephone conversation of July 10 2010, you had informed us that you have failed to file your annual report with the secretary of state this year which resulted in your business being administratively dissolved, effective July 1. You also informed us that one of your customers, Michael Henderson, has discovered that the corporation has been administratively dissolved and is now contending that he need not pay for the services he received on July 10 because the corporation was invalid at the time, and what effect, if any, does the corporation’s dissolution has on the debt owed to it by Mr. Henderson.

Based upon the facts you have provided us and the applicable law in this state, it is our opinion is as follows: A corporation shall not be dissolved under this section unless the secretary of state has given the corporation not less than sixty days' notice of its delinquency or omission, by first-class mail, postage prepaid, addressed to the registered office, or, if there is no registered office, to the last known address of any officer or director as shown by the records of the secretary of state, and unless the corporation has failed to correct the omission or delinquency before expiration of the sixty-day period. When a corporation has given cause for dissolution under section 14.20 of the Model Business Corporation Act, and has failed to correct the delinquency or omission as provided in this section, the secretary of the state shall dissolve the corporation by issuing a certificate of administrative dissolution...
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