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What is an "active" company?

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Please excuse this post if I am in the wrong forum. My son is in serious trouble and I am out of my depth. I'll start at the very beginning.

 

My son James and his friend (AA - a lawyer) started a company (XYZ Inc.)  in 2009 in Connecticut. By 2010 they had taken on a 3rd member (BB - Ex Wall St) so equal interests for all 3., Then a 4th member (CC - a lawyer) came in with 5% share. Excellent product idea from AA who was COO. James was CEO. BB was CFO. The projections for future as determined by CC looked phenomenal (>$5M in a short period). James was on the cusp of a large contract with a large retail chain of pharmacies.

Concurrently, as the outlook was so rosy, James was encouraged by his partners to buy a company car to better reflect his CEO image. He did, and bought a second hand BMW which all the partners knew about and rode in. This later became the focus of a criminal complaint.

Then a 5th investor (DD) was supposed to join the company, but his full investment did not appear to James to materialize. When he queried this, James was voted out as CEO the next day and CC took over as CEO.

 

Within a week (Nov 2010) the new CEO (CC) and BB and AA had made XYZ Inc. "defunct" and formed XYZ Group Inc.. All assets (product, records, etc.) was transfered to XYZ Group Inc. and they attempted business as usual, but having cut James out of his share interests. James moved to Maryland.   James is persecuted still by 

XYZ Group Inc., then foundered through lack of marketing follow through. AA, who had the original product idea, left and became a salesperson in Macy's. CC resigned as CEO. The CFO dematerialized. 

 

XYZ Inc. is still listed as "Active" on the State of CT Sec. of State website, but there is no agent, no officers, no address, no corporate records or reports, resolutions etc.of any kind. There are no records of XYZ Inc. available from any of the "ex-officers", who have variously had computer viruses, etc.

 

[The next part of the saga is legally horrific, but not helpful at this point in my ramblings..]

 

CC has since waged war on my son James, claiming to be acting on behalf of XYZ Inc. and filed many motions in three States with the intention of extracting money from him that he claims James misappropriated. There is no evidence of this - of any kind. 

 

My question therefore, is - Can a lawyer represent an entity that (in federal court testimony) has been declared Defunct and Dissolved, has no officers to retain that lawyer, but is still shown as "active" on Sec of the State website?

 

I have knocked down the latest subpoenas at the District Court level in CT, and an action is ongoing in Mississippi now (where James moved to work). This saga extends through CT, MD and MS.

 

I have several friends who are lawyers of one kind or another, all of whom are horrified at the collective failure of the Judicial System over this case, and feel that there is a book and a film at the end of this. But that doesn't help me now. I need serious help, and cannot find it.

 

Perhaps someone in this forum might be kind enough to show me the way. I can provide essential information in the form of court transcripts etc.

 

Thank you, Ian

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My question therefore, is - Can a lawyer represent an entity that (in federal court testimony) has been declared Defunct and Dissolved, has no officers to retain that lawyer, but is still shown as "active" on Sec of the State website?

 

 

The answer to that, obviously, is: Yes. Because the lawyer IS doing it and there is no law preventing him from doing it.

 

I have knocked down the latest subpoenas at the District Court level in CT, and an action is ongoing in Mississippi now (where James moved to work). This saga extends through CT, MD and MS.

 

 

Are you a lawyer?

 

If not, you are doing James more harm than good.

 

 

I have several friends who are lawyers of one kind or another, all of whom are horrified at the collective failure of the Judicial System over this case, and feel that there is a book and a film at the end of this.

 

 

Talk is cheap. Will any of them step up and provide legal counsel for James?

 

But that doesn't help me now. I need serious help, and cannot find it.

 

 

No surprise there.

 

1 - You're not a lawyer.

2 - There is no you in this matter. This is James' problem for which he needs a lawyer.

 

Perhaps someone in this forum might be kind enough to show me the way.

 

 

The "way" is for James to hire himself an attorney.

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My son James and his friend (AA - a lawyer) started a company (XYZ Inc.)  in 2009 in Connecticut. By 2010 they had taken on a 3rd member (BB - Ex Wall St) so equal interests for all 3. . . .  James was encouraged by his partners. . . .

 

For starters, let's get our terminology straight.  You referred to the "company" (a generic term) as "XYZ Inc.," which implies that its a corporation.  You then used the term "member," which is a term associated with limited liability companies.  You then used the term "partners," which obviously is a term associated with a partnership.  I'm going to assume the company is a corporation and that all these folks are shareholders (in addition to their various office titles).

 

 

 

James was encouraged by his partners to buy a company car to better reflect his CEO image. He did, and bought a second hand BMW which all the partners knew about and rode in.

 

Did James buy the car, or did XYZ Inc. buy the car?

 

 

 

The CFO dematerialized.

 

Ummm...that's not possible.  Humans are not capable of "dematerializ[ing]."

 

 

 

Can a lawyer represent an entity that (in federal court testimony) has been declared Defunct and Dissolved, has no officers to retain that lawyer, but is still shown as "active" on Sec of the State website?

 

If the SOS's web site lists the corporation as active, then it's not dissolved (at least not properly) and has the capacity to sue and be sued.  That the corporation may be "defunct" (which is a term that has no particular legal meaning but is commonly used to mean that the corporation is no longer doing business) isn't relevant.

 

 

 

I have knocked down the latest subpoenas at the District Court level in CT, and an action is ongoing in Mississippi now

 

Not sure what "knocked down the . . . subpoenas" means, but this sounds like you are or may be engaging in the practice of law without being properly licensed to do so (unless the subpoenas were directed to you as a non-party witness).

 

 

 

Perhaps someone in this forum might be kind enough to show me the way.

 

Show you the way to/of what?  If you have questions, feel free to provide relevant facts and ask them, but your son needs an attorney to represent his interests.

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