Boyer

Boyer v. Jones

Good Law

105 Cal. Rptr. 2d 824·2001 Cal. App. LEXIS 255·2001 Daily Journal DAR 3337·88 Cal. App. 4th 220·2001 Cal. Daily Op. Serv. 2696

Court of Appeal of CaliforniaApril 3, 2001B140111California2,261 words

Opinion

Armstrong, J.

This case raises a single legal question concerning corporate names: may the name of a suspended corporation be reserved and adopted by another corporation? The Secretary of State says yes. Appellants, whose corporate name was taken during a period of suspension, say no. We agree with the Secretary of State.

Facts

Appellants Bruce and Marian Boyer incorporated Lone Star Security, Inc., in 1993. In July of 1996, the Secretary of State (Secretary) suspended the corporation for failure to file annual statements (Corp. Code, § 1502) in 1994 and 1995. Apparently, the corporation also failed to file tax returns, another ground for suspension. (Rev. & Tax. Code, § 23305.1.) Although appellants acknowledge that the Secretary’s records indicate that all necessary notices were sent, they declared that they did not realize that the corporation was suspended until August of 1999, during litigation with a former employee, Ed Lewis, real party in interest here.

After the communication from Lewis, appellants filed their annual statements and tax returns and paid all applicable penalties and sought a certificate of revivor from the Franchise Tax Board. However, when Lewis discovered…

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