Case Number: 17STLC00902 Hearing Date: January 16, 2018 Dept: 77

Petitioner Appvantage, Inc.’s Petition for Order Reinstating It to Active Status with California Secretary of State is GRANTED.

Background

On November 14, 2017, Petitioner Appvantage, Inc. (“Petitioner”) filed a Petition for Order Reinstating It to Active Status with California Secretary of State (the “Petition”). Petitioner contends that its corporate status was fraudulently dissolved by an unknown and unauthorized third party. Petitioner now seeks a court order under Gov. Code § 12261 to reinstate its status to active.

Legal Standards

California Government Code § 12261 provides:

“(a) The Secretary of State shall reinstate to active status on its records, a business entity for which a court finds any of the following:

(1) The factual representations by a shareholder, member, partner, or other person that are contained in the termination document are materially false.

(2) The submission of the termination document to the Secretary of State for filing is fraudulent.

(b) If a court of competent jurisdiction orders reinstatement of a business entity to active status on any of the grounds stated in paragraph (1) or (2) of subdivision (a), the order for reinstatement shall state all of the following:

(1) The specific grounds for reinstatement.

(2) That if there is a conflict with the entity name under subdivision (b) of Section 201, subdivision (b) of Section 5122, subdivision (c) of Section 7122, subdivision (b) of Section 9122, subdivision (b) of Section 12302, subdivision (d) of Section 15901.08, subdivision (b) of Section 17701.08 of the Corporations Code, or related statutes, the reinstatement shall be conditioned upon the business entity concurrently submitting for filing an amendment to change its name to eliminate the conflict along with the certified copy of the order required by Section 12263.

(3) That the business entity shall be reinstated effective from the date of the filing of the court order with the Secretary of State.

(c) The court order for reinstatement may be obtained by submitting a petition to the superior court containing the legal and factual basis for reinstatement or as part of a civil action for damages or equitable relief. The Secretary of State shall not be made a party to the proceeding.

“Termination document” means “the certificate or other document required by the Corporations Code that is the last certificate or document filed with the Secretary of State to effect the final dissolution, surrender, or cancellation of the business entity.” (Gov. Code § 12260.)

Discussion

Petitioner contends that on June 13, 2016, Tamer Abdelaal (“Abdelaal”), an unknown third party, fraudulently filed a Certificate of Dissolution with the California Secretary of State, which resulted in the dissolution of Petitioner’s corporate status. (Pet. ¶ 1, 10-12; id., Exh. A.) Petitioner contends that all of its shares are owned by Allen Laven, Theresa Laven, Lonny Laven (“Lonny”), Lance Laven (“Lance”), and Cory Gallegher (“Cory”) (collectively, the “Shareholders”), whose share certificates are submitted into the court record. (Id. ¶ 4, Exh. B.) Petitioner submits its Statement of Information, which was filed with the Secretary of State, showing that Lance is the Chief Executive Officer, Cory is the Secretary, and Lonny is the Chief Financial Officer; and that they are the only directors of Petitioner. (Id., Exh. C.)

Petitioner submits a declaration from Cory, who declares that none of the Shareholders authorized Petitioner’s dissolution. (Gallagher Decl. ¶ 5.) Petitioner contends that neither Abdelaal nor any one acting his behalf had Petitioner’s authorization to file the Certificate of Dissolution. (Pet. ¶ 11.) Thus, Petitioner contends that the factual representations made by Abdelaal in the Certificate of Dissolution are materially false. (Id. ¶ 13.)

Based on the evidence presented, the Court is persuaded and finds that the factual representations by Abdelaal in the Certificate of Dissolution are materially false and that the submission of the Certificate of Dissolution was fraudulent. The Court finds that none of the company’s shareholders or officers authorized Petitioner’s dissolution. It does not appear that there is a conflict of entity name as provided for in Gov. Code § 12261(b)(2).

For the reasons stated, the Petition is GRANTED. Pursuant to Gov. Code § 12261(b)(3), Petitioner’s active status is hereby reinstated effective from the date of the filing of this Petition, which is November 14, 2017.

Moving party to give notice.