well today started great and ended crappy

[howtoplan]

We got news that we finally got our discharge from the our filing in late April. Yeah!!! Then within minutes we find out the lender won't settle and we now are forced to place our company in Chapter 7 within days. Feeling a bit discouraged. Anybody have any experience with a business filing? How long does it take. Feel broken again.

[last2cents]

Can you give some more info?

What kind of business is it? (corp, sole proprietorship, LLC?)

What lender wont settle and what is their claim against your business?

[howtoplan]

c - corp

it is a c-corp and we were essentially tricked by the bank to guarantee the debt of another company we were involved in and any all debts exisitng at that time and with the bank in the future. We are the sole shareholders and hold the knowledge behind/and maintaining the intellectual property in which are customers benefit from. The companie's services are sought after and the company is profitable each year but cannot absorb a 2.5 million judgement and continue on. Is there any chance of starting over with any of our same customers?

[last2cents]

it is a c-corp

ok - at least you and I are on the same footing here.

and we were essentially tricked by the bank to guarantee the debt of another company we were involved in and any all debts exisitng at that time and with the bank in the future.

Alright - this one you will have to elaborate on.....

We are the sole shareholders and hold the knowledge behind/and maintaining the intellectual property in which are customers benefit from. The companie's services are sought after and the company is profitable each year but cannot absorb a 2.5 million judgement and continue on. Is there any chance of starting over with any of our same customers?

First of all, if you are looking to BK a C corp, and discontinue operations - you don't do it via Ch7, and you don't do a Ch11. You dissolve.

However, if there is a $2.5M judgement against your existing corp - that may not be so easy.

Do you have an attorney? Did you when you did your personal BK?

[howtoplan]

yes - have any attorney

I had a personal attorney and have 2 attorneys for the corporation. Since our business is essentially an extension of our skills,there is concern about the corp filing and starting back up with the same customers (we have a niche market) and then having the prior creditors start a new law suit. follow me? There doesn't seem to be clear path to the future.

[last2cents]

Yes - I follow.

There is case law out there that states if a corp dissolves after the FMV sale of assets (and after creditors have been paid out proceeds from those sales), and the shareholders have not received distributions from the dissolved corp, then the shareholders cannot be pursued for corp debts even though they may have purchased the assets of the now defunct corp, and started a new corp.

I don't recall the exact reference - but I came across it in a google search during my own investigation. I am in a very similar situation to yours (at a much lower dollar figure).

If the intellectual property has no patents, copyrights or trademarks registered - it resides in your own mind, correct?

Dissolve, and remarket to your existing clients under a new name. The courts cannot (yet) take your brain away and give it to someone else. You can tell the old corp's creditors to pound sand in this instance.

If you do have patents, copyrights or trademarks, then it becomes a bit more sticky, and you really need the careful guidance of a skilled attorney.

[howtoplan]

thank you....

The problem is the company holds the rights to the registered copyrights. See here lies the problem.

[last2cents]

Then the copyrights need to be valued.

Independantly Appraised.

(unless, of course, the copyrights are held in YOUR name and not the corp's - is this the case?)