How to navigate purchasing property from a dissolved LLC or INC

[Jae Morenike]

Hey BiggerPockets Family :-)

I ran across a property that is owned by a dissolved Corporation in Atlanta with back taxes and the CEO has passed away based on my research of the members on the corporation.  However the CFO seems to be alive and local.  Before reaching out, I wanted to get some advice on how to approach getting the sale to go through.  The corporation has been dissolved for 20 years now.  Is it possible to purchase this property and if so what would the Seller need to do in order to sell.  I haven't done a deal with this situation before.

Thanks ahead of time for all your guidance.

Best,

Jae 

[Stephen Harlan]

In Georgia, a corporate or LLC entity cannot be reinstated after it has been dissolved for over 5 years. Unfortunately, a simple reinstatement isn't going to work here.

Assuming that the dissolution was administrative in nature, the company continues its corporate existence but can only carry on business necessary to liquidate and wind up the company's affairs. Conveying property titled in the corporate name would almost certainly qualify as winding up. There is a process, though. Georgia Code Cite Here!

We've handled a number of closings from dissolved companies. While they may take more work than most, they're certainly do-able.