Earlier quoted context omitted.
I like how suddenly the intense legal minuate are the most important details of a system as if we're in a contract law class, as opposed to the obvious point that in general these agreements are fairly obvious
Making up rules without thinking about the consequences of those rules is a Bad Idea.
Just because something is new to you, doesn't mean that professionals that deal with this every day have never thought about it.
(The actual answer depends on the State, entity type, if it was dissolved or suspended, if a bankruptcy is involved, etc. and you should just consult a contracts lawyer)