I struggled with this issue a few
years ago and concluded (along with the examining attorney) that the only
solution was to reinstate the corporation. This is a chore, especially
in that the Secretary of State requires that all of the annual fees not
paid since the time of dissolution be paid. I am sure that most real
estate lawyers face this problem at one time or another, and a short-cut
solution would be wonderful.
Don Beneke
309 N. Main
Pocahontas, IA 50574
712-335-3515
----- Original Message -----
From:Joel
Huston To:realestate@iabar.org Sent: Tuesday, December 12, 2006 10:05 AM
Subject: title issue
I am examining abstracts for several pieces
of property that my client is purchasing from XYZ corporation (which is
a foreign corporation). The problem is that title to all of the property
is in ABC corporation, which was administratively dissolved in 2002. I
have been informed by XYZ corporation’s real estate counsel that XYZ bought
all of ABC’s assets several years ago, but no deeds from ABC to XYZ were
ever drawn up or filed, nor has there been any other instrument filed of
record documenting the transaction. I have required a validly executed
deed from ABC to XYZ.
One of the problems that I have is that this
was an asset purchase, and not a corporate merger. There should have
been a declaration of value filed and transfer tax paid. However,
there is the obvious hurdle of the fact that ABC no longer exists. Any
ideas on how this should be cleaned up? I would appreciate any advice.
Sincerely,
Joel D. Huston
Attorney at Law
HOGAN LAW OFFICE
3101 Ingersoll Ave.
Des Moines, IA 50312
Phone: (515) 279-9059
Cell: (515) 205-7103
Fax: (515) 277-5836
E-mail: joel@hoganlawoffice.net
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