Old Kansas S corp

My dad created a Kansas S corp and placed a bunch of leases and mineral deeds in it. The shares were equally owned by him, my Mom and other brother. When he died the estate transferred his shares to my mom. My dad personally owned a larger WI in all of the properties in the S corp. He had promoted those deals to an other person. He later bought those WI and placed them into the S corp. We decided it would be easier to swap shares for the same % of WI’s. Now fast forward 10 years. Old prices dropped. It was a great time to shed these WI’s without an huge gift tax.

The problem is that my mom died 12 years ago. The S corp has been inactive for at least 15 years. I just found out that one lease never got transferred. Colorado unclaimed properties has years on monthly checks. I’m thinking 10 to 20 grand based on the number of over 250 checks. What happens to a Kansas S corp if it just sits there?

You need to inquire about your situation with the Kansas Secretary of State about a dormant S Corp. If it were me, I would send Colorado a copy of the Articles of Incorporation Certificate and ask them for the money.

The website states Forfeited - Failed to Timely File I/R.

This happened because we thought all the assets had been removed.

Looks to me likes it’s a dead dog.

Talk to a lawyer about getting it reinstated. It could be worth the cost involved.

Contact the KS SOS and ask them what they require to reinstate the corporation. They may have a simple process that requires you to file for reinstatement and pay back taxes/fees due to the SOS. A 20 year delinquent period should be less than $1,000. You will have to deal with the income tax issue separately. If the Corporation is not in good standing, you cannot issue a request to CO unclaimed to pay funds since you have no authority to act on behalf of the corporation. Start with the first step and determine if you require professional help to go further.

James, not to sound condescending but there are no consequences for asking CO. Let them decide what needs to be done. Maybe they pay, maybe they don’t. Either way, the tax man becomes your partner.

Todd, you would have to file the claim as a business representative in this case. Since it sounds like Lee was probably not a former officer or director, then he could make no claim as a former representative. Lee can get claim forms from CO, but to make a claim and get paid for the amounts suggested he would have to have standing. Lee can file a Certificate of Revival in KS for probably less than $1,000 if the company has been delinquent for 20 years or less. This would allow him to collect the funds from CO, distribute any remaining assets of the company or operate the company.

Lee, call the KS SOS and tell them you want the forms to file for a Certificate of Revival. This can get the Company back in good standing with KS. You can then file for the unclaimed funds in CO, open a bank account and consider distributing any of the remaining assets. Check for unclaimed funds in KS also. Request the claim forms from CO 1st to make sure your filings are going to be cost effective. You may want to consider getting professional assistance since some of the issues can get complicated. Good luck and be patient.

Lee, the stock of the corporation (even if there is no stock certificates) now belongs to the heirs. So, you and your relatives/siblings now own the stock of this corporation. Once if it is reestablished, then you can elect directors, officers, etc of the corporation.

Every state unclaimed funds is different. But this issue comes up frequently. I would ask CO what is necessary to claim those funds before jumping through a million hoops in Kansas. I’ve heard others successfully getting unclaimed funds from legal entities that no longer exist / are no longer active.