Can I sue a dissolved company?

A dissolved company can be sued.
Suing a dissolved company.

A dissolved company can be sued.

Under C.R.S. §7-80-803, a dissolved limited liability company continues in existence for the purpose of winding up its affairs and discharging of liabilities. Corporations similarly continue their existence for winding up the affairs of the company. The dissolution only prohibits the company from engaging in future transactions – not resolving current issues including lawsuits. There are provisions to give notice to potential claimants of the pending dissolution of the company and a time period (not less than 2-years) to initiate a lawsuit or the claim is barred.

Why would I sue a dissolved company?

There are a few reasons. First, there may be insurance to cover a claim if it occurred during the covered period. Second, if the dissolved company still has assets (a building that hasn’t been sold, for instance) judgment collection can proceed against the dissolved company’s assets. Third, if the company does not have any assets and the assets were distributed to the owners of the company – the owners of the dissolved company are liable up to the amount they received as a distribution upon dissolution of the company. Fourth, depending on the circumstances, there could be a claim to pierce the corporate veil to hold owners and, in some cases, non-owners, personally liable for the debts of the company. In addition, there could be claims for fraudulent transfer of assets or another company may have assumed the liabilities of the dissolved company.