What To Do When Your Business Entity Has Been Wrongfully Terminated


People make mistakes. Some mistakes, such as dialing a wrong number, can be fixed with no lasting damage. Other mistakes, such as Fred Merkle’s base running error in 1908, can never be undone.

What if your business entity has been terminated by mistake? Is this a correctable or a permanent error?

In Catalina Investments v. Jones, 98 Cal.App. 4th 1 (2002), the Court of Appeal concluded that the Secretary of State had no legal duty to accept for filing a purported certificate of revocation by a dissolved corporation. The Court also found that the proferred certificate of revocation did not meet the criteria to constitute a certificate of correction (Corporations Code § 109) because there was no showing of any factual misstatement or other defect in the certificate of dissolution that required correction.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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