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Saturday, December 22, 2018 12:02:20 PM
https://www.somerset.vc/blog/custodianship-receivership-hijackership
What he's effectively saying is that a lot of people who apply for "Custodianship" of a lot of companies aren't filing things within the specified time limits of ten days.
I think that means more filings are coming in short order!
Practical application, in the case of our project companies, typically involves the consent of either:
1. Voting consent of more than 50% of the outstanding stock or
2. Voting and unanimous consent of more than 10% of the outstanding debt
When in possession of a majority of the voting shares the appointment is a slam-dunk, and removes any potential of some idiot later saying you "hijacked" the company - which is slang and not a legal term anyway.
If you have 50% control, why file for a Receiver anyway?
There are many advantages. In Nevada, for example, there is a proof of claim statute, (NRS 78.675) that can bar claims not presented in a timely manner on the company. Also, the Receiver as a limited judicial appointee has numerous other powers, including the power of subpoena.
So what's all the hub-bub? Sadly, many operators do not do it correctly, ethically, or legally.
One common tactic is to buy 100 shares of stock in a defunct company and file a proceeding to appoint a custodian. So, for $100 and a filing they effectively steal the company. They rarely ever notice the company of this action and never follow the legal requirements post custodian appointment:
NRS 78.347:
"Within 10 days after being appointed custodian of a Nevada publicly traded corporation, the custodian shall file with the Secretary of State an amendment to the articles of incorporation containing the following information:
(a) Disclosures of any previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations or convictions concerning the custodian and any affiliate of the custodian.
(b) A statement indicating that:
(1) Reasonable attempts were made to contact the officers or directors of the corporation to request that the corporation comply with corporate formalities and to continue its business.
(2) The custodian is in fact continuing the business and attempting to further the interests of the shareholders.
(3) The custodian will reinstate or maintain the corporate charter.
(c) Any other information required by regulation to be submitted to the Secretary of State."
They are required to list the names of all other companies they've pulled this on, all investigations, etc. I've yet to find one company that has complied with the Nevada SOS rules and filed this amendment AT ALL let alone within 10 days.
Next up, required steps and actions to effectively perform cleanup once appointed.
My post are my opinion only. You should do your own due diligence before investing in any stock or take professional advice. I am not an investment advisor. Kind Regards.
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