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Sole Officer of Dissolved Corporation Personally Liable for Post-Dissolution Debts Attributed to “New Business”

The Third Department determined the sole officer of a corporation dissolved in 1997 was personally liable for the post-dissolution debts incurred for the purchase of fuel. The court explained the relevant law:

Business Corporation Law § 1005 (a) (1) provides, in relevant part, that, following dissolution, “[t]he corporation shall carry on no business except for the purpose of winding up its affairs.” Winding up, in turn, is defined as “the performance of acts directed toward the liquidation of the corporation, including the collection and sale of corporate assets” (…see Business Corporation Law § 1005 [a] [2]…). Notably, a dissolved corporation is precluded from engaging in new business … and “has no existence, either de jure or de facto, except for a limited de jure existence for the sole purpose of winding up its affairs” … . As a result, “[a] person who purports to act on behalf of a dissolved corporation is personally responsible for the obligations incurred” … . Long Oil Heat, Inc. v Polsinelli, 2015 NY Slip Op 04542, 3rd Dept 5-28-15

 

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