title issue
Laura McCann/IowaBar
Wednesday January 17, 2007 10:29

----- Message from "Joel Huston" <joel@hoganlawoffice.net> on Tue, 12 Dec 2006 11:25:01 -0600 -----
To:
<realestate@iabar.org>
Subject:
RE: title issue

Thanks for all of your in-put, I appreciate the advice.  Most of you have confirmed what I already thought.  I will let the seller know that they have to start tracking down the officers of the dissolved corporation.
 
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
 
This e-mail and any attachments are confidential, and may be subject to the attorney-client and/or attorney work product privileges. If you are not the intended recipient, you are hereby notified that any retention, dissemination, distribution or copying of this communication and any attachments are strictly prohibited.  Please reply to sender that you have received this message in error and then delete it.  Thank you.



From: William D. Bartine [mailto:WDBartine@belinlaw.com]
Sent: Tuesday, December 12, 2006 11:13 AM
To: Don Beneke; Joel Huston; realestate@iabar.org
Subject: RE: title issue
 
Iowa Code Section 490.1405 grants a dissolved corporation the right to wind up and liquidate its business and affairs, including "b.  Disposing of its properties that will not be distributed in kind to its shareholder."
 
I've used that as authority to justify a post-dissolution deed from a dissolved corporation.
 


From: realestate-owner@iabar.org [mailto:realestate-owner@iabar.org] On Behalf Of Don Beneke
Sent: Tuesday, December 12, 2006 11:07 AM
To: Joel Huston; realestate@iabar.org
Subject: Re: title issue
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
 
This e-mail and any attachments are confidential, and may be subject to the attorney-client and/or attorney work product privileges. If you are not the intended recipient, you are hereby notified that any retention, dissemination, distribution or copying of this communication and any attachments are strictly prohibited.  Please reply to sender that you have received this message in error and then delete it.  Thank you.