{"id":368869,"date":"2021-10-19T08:29:34","date_gmt":"2021-10-19T13:29:34","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/litigation\/filing-a-lawsuit\/can-i-sue-a-company-that-has-been-dissolved.html"},"modified":"2026-05-30T10:38:49","modified_gmt":"2026-05-30T15:38:49","slug":"can-i-sue-a-company-that-has-been-dissolved","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/litigation\/filing-a-lawsuit\/can-i-sue-a-company-that-has-been-dissolved.html","title":{"rendered":"Can I Sue a Company That Has Been Dissolved?"},"content":{"rendered":"\n
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Can I Sue a Company That Has Been Dissolved?<\/h1>\n\n
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\n By Steven Ellison, Esq.<\/a> | Legally reviewed by Joseph Fawbush, Esq.<\/a>\n | Last updated\n
\n \n <\/i>\n Legally Reviewed\n <\/summary>\n\n
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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

\n \n <\/i>\n Fact-Checked\n <\/summary>\n\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n\n\n

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Yes, in certain circumstances. You may be able to sue a dissolved corporation or a dissolved limited liability company for a period of time after dissolution. This is especially possible if it failed to wind up its business and dissolve properly.<\/p>\n\n <\/div>\n\n\n\n

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When businesses dissolve, they no longer exist as a legal entity. But there are situations when suing them is still possible. If the company no longer has corporate assets or an insurance policy to go after, you might be able to sue the former business owners.<\/p>\n

Whether it’s worth it, however, is a question you will want to take up with a\u00a0business attorney<\/a>. They can advise you on how to recover what the company would owe you, if possible.<\/p>\n

A Business May Close and Still Owe You Money<\/h2>\n

In general, business owners are not able to simply skip out on a bill by shutting down. While closing, their business is supposed to complete a process to settle debts and sell off its assets. But sometimes, there are situations in which a business still owes you wages<\/a>, payments, or damages despite its closure.\u00a0<\/p>\n

For example, suppose you are a server at a restaurant. You go to work one evening and find that the doors are locked. You call your manager to find out what’s going on. They tell you that the business has closed up shop, the company dissolved, and they have no idea where the owners went. You are left wondering how or if you’re going to get your final paycheck<\/a>.<\/p>\n

As another example, imagine you’re a car manufacturer. You place a multimillion-dollar order with a parts supplier and the parts don’t show up on time. You try to find out what the hold-up is, only to learn that the supplier you trusted dissolved and the parts you need aren’t coming. You are forced to shut down your production line while you search for another supplier, losing millions of dollars in the process.<\/p>\n

You may still be able to recover from the dissolved company.<\/p>\n

If the company hasn’t yet fully dissolved, you can also consider whether to sue after you quit<\/a> or after the company was sold<\/a>.\u00a0<\/p>\n

What Is a Dissolved Company?<\/h2>\n

A dissolved company is a former business that no longer has a legal existence. In other words, the business operations have not only shut down, but the entity itself is gone.<\/p>\n

Let’s start at the beginning. A company is a\u00a0legal entity created by state law<\/a>.<\/p>\n

In essence, there are two types: a\u00a0corporation<\/a>\u00a0and a\u00a0limited liability company (LLC)<\/a>. In general\u00a0they serve\u00a0the same purpose, which is limiting the personal liability of the investors in a business. There are a lot of differences between how they operate and the rules that apply, but\u00a0for our purposes\u00a0we will refer to each of them as a company.<\/p>\n

Dissolution\u00a0is the process by which a\u00a0company’s legal existence ends<\/a>. It’s also governed by state law.<\/p>\n

How a Company Dissolves<\/h3>\n

Generally, the voluntary\u00a0dissolution process<\/a>\u00a0involves seven steps for a company in\u00a0good standing.<\/p>\n

Being in good standing means they\u00a0filed the proper tax returns<\/a>, annual reports, and otherwise complied\u00a0with state law.<\/p>\n

These steps often\u00a0include:<\/p>\n

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  1. Deciding through a proper vote of the\u00a0shareholders<\/a>\u00a0or members to dissolve<\/li>\n
  2. Filing a notice of an\u00a0intent to dissolve<\/a>\u00a0with the secretary of state<\/li>\n
  3. Sending or publishing notice to creditors<\/li>\n
  4. Selling off company property (liquidation<\/a>)<\/li>\n
  5. Paying off the\u00a0company’s debts to claimants<\/a><\/li>\n
  6. Making distributions of any remaining assets to the shareholders or members<\/li>\n
  7. Filing dissolution papers with the state<\/li>\n<\/ol>\n

    When Can I Sue a Company That Went Out of Business?<\/h2>\n

    The general rule used to be that when a company dissolves it no longer legally exists. That means you could no longer\u00a0sue it<\/a>, but over time\u00a0at least two exceptions to this rule have evolved.<\/p>\n

    Exception One: The Company Failed To Dissolve Properly<\/h3>\n

    The first exception is when a company fails to dissolve properly as part of the winding-up process. This is not that uncommon, particularly if the company:<\/p>\n