Q: What is method to transfer deed in sale for lot still titled under defunct corp of deceased owner?
Unprobated property of deceased father. Partition action never performed title search. Partition granted and still In process of being sold by court via private sale but now title was found to be 1/2 held by father's old corporation business name from 50-years ago. Cannot find business name in state data base. Found more recent corp of father and this newer corp was dissolved. Property still titled under the old corporation name. No business corp operating on property for the past 22-years. For sale, heirs-at-law presented with signing Corp Resolution stating they are sole surviving shareholders, however, I do not want to sign such resolution as a shareholder because corp may be defunct, and also I believe I will incur tax consequences in stating that I am a shareholder. Is there a legal method by affidavit to transfer deed at sale for this situation, and what method would that be? How can I tell if newer corp may have replaced old one, as newer one is dissolved as per NYS?
A: I had a case like this last year. There are ways to deal with it but it depends on the facts. Saying you are a shareholder when you are not is not the right thing to do, as you assumed. There are State and Federal estate tax and income tax consequences to doing this right. Also, the partition case was not done right if this issue arose post judgment.
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