Ten years ago I formed an S-Corp in Maryland with myself as the sole shareholder and director. Unfortunately I didn't have a handle on making all the required tax filings and payments, and the company's charter was forfeited, even as the business grew.
Now, after spending many thousands of dollars I have caught up on all back paperwork and taxes, and am ready to file articles of revival. The problem is that the Maryland guidelines say this:
"An individual who held more than one office in the corporation prior to its forfeiture cannot execute the articles in more than one capacity unless the corporation is a close corporation or a professional service corporation."
What is meant by "close corporation" is that some states (including Maryland) have a special designation for closely-held companies, which exempts them from having to observe most corporate formalities such as board meetings, minutes, etc.
The Catch 22 is this: I can't file the articles of revival until I have filed the election to become a close corporation. And, I can't file the election to become a close corporation until the corporation has been revived, because it's currently not a legally-recognized entity.
One thing which has been suggested to me is to get a second person to temporarily sign the articles of revival as a director, revive the charter, and then remove them. But, wouldn't that be placing a certain amount of liability and/or risk on that person's shoulders, for the period of time that they are a director? I wouldn't want to do that to someone without them being fully informed as to what they were getting into.
I can't afford a lawyer, as it took every last penny to pay the back taxes. And, the state won't answer any questions - they actually hang up the phone on incoming calls(!) I am trying to work through this on my own. Thus, I greatly appreciate any advice or suggestions others may have.
