Can a Dissolved LLC Assign a Contract to a Third Party

[dirtymac]

My question involves business law in the state of: Georgia

If a New York LLC is already dissolved can the representatives of the LLC (I don't know who that would be since it's dissolved) still assign a contract (contract made in Georgia law) to a third party? There is not a non-assignment clause in the contract.

If they can assign the contract to someone else how does the third party prove to me that it was assigned legally? I do owe the LLC money, but since it no longer exists how do I know who to pay?

The LLC has been dissolved and inactive for about 12 months. Not sure if it went bankrupt or just dissolved. I was never contacted by a trustee of the company. However, I was contacted recently by one of the original owners of the LLC about the money (the LLC was sold from the original owner to a new owner and then was dissolved a few months later).

Thank you.

[SChinFChin]

My question involves business law in the state of: Georgia

If a New York LLC is already dissolved can the representatives of the LLC (I don't know who that would be since it's dissolved) still assign a contract (contract made in Georgia law) to a third party? There is not a non-assignment clause in the contract.

If they can assign the contract to someone else how does the third party prove to me that it was assigned legally? I do owe the LLC money, but since it no longer exists how do I know who to pay?

The LLC has been dissolved and inactive for about 12 months. Not sure if it went bankrupt or just dissolved. I was never contacted by a trustee of the company. However, I was contacted recently by one of the original owners of the LLC about the money (the LLC was sold from the original owner to a new owner and then was dissolved a few months later).

Thank you.

I dissolved an LLC in NY, and had accounts receivables at the time which would take me over 6 months to collect and deposit the checks. If I waited till every last payment is recieved, then dissolve the LLC, I would wind up keeping a business account open till the following year, file Federal, and state tax returns for another year, plus pay LLC fees for another year that run over $500.00 in NY. And NO, there were no public filings made, nor are they required.

What my attorney did was had an assignment made up, where the LLC assigns all of it's accounts receivables to me personally, authorized by me, the managing member. Since I know most of the customers personally, I told them of this, and then they made the checks out to me personally. There were a few others where I sent them and copy of the assignment showing the debts are now assigned to me with a cover letter telling them who to make the checks out to and where to mail it to. I collected almost all of the amounts outstanding via the assignment.

So the answer is YES, receivables can be assigned, as they can be to banks under AR financing and to collection agencies, and if the debtor does not pay, the assignment also allows me to personally sue the debtor.

[Conrad Hunter]

Typically a dissolved corporation or LLC has two years to wrap up its affairs. It depends on state law, but in Wis and Fl where I live, that is the case.