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question Who owns a domain registered to a dissolved US Corporation?

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Who owns a domain that's registered to a dissolved US Corporation?

I found a domain that I was interested in purchasing. It's listed on Afternic, but thought I would reach out directly to the owner to see if I could get a better deal. Nobody responded via email or telephone. I looked up the corporation on their Secretary of State's website and found it was dissolved a decade ago. Someone is renewing the domain though.

While it's been a decade, I'm wondering about any legal issues if the proper procedures weren't followed when the corporation's assets were liquidated? Especially if there are creditors that weren't paid that may want the domain. Yes, it's highly unlikely. But stranger things have happened.
 
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Your concerns are valid.

It depends on what sort of company. Ordinarily, the assets of a dissolved company will devolve to the owners. So, if we are talking about a sole proprietorship, then the person who owned it likely succeeded to the assets.

Sometimes, though, the domain name remains in the hands of some IT guy, contractor, former employee, whatever, who didn't really have formal authority to take over the domain name, but nobody noticed or cared. Sometimes, it is left in the hands of someone who did ask, "Hey, can I have the domain name" and received consent to do so.

And, yes, sometimes people do come out of the woodwork long after the fact to wonder where the domain name went.

On the other hand, one question that's never been answered to my satisfaction is this:

SomeCorp Inc. was the registrant of Somecorp.tld, with an expiration date of June 2015.

SomeCorp Inc. went belly-up and was dissolved in February 2015.

Ann Employee had the domain name in her GoDaddy account at the time. When the corporation was dissolved, nobody thought about or cared about the domain name.

In June 2015, Ann Employee renews the domain name, and has been renewing it ever since.

One question you might ask is - At the time of dissolution what, exactly, were SomeCorp's rights in the domain name?

One answer would be that SomeCorp was the proud owner of a domain name that had an expiration date of June 2015. Absent renewal of the domain name by SomeCorp in 2015, they no longer owned the domain name.

The problem with that answer is that you can argue that SomeCorp's rights in the domain name only lasted until June 2015. But, it's unclear how that makes the domain name "belong" to Ann Employee.

I recently dealt with a situation very much like this. A client was looking to broker a domain name which would be a really nice short dictionary word domain. The domain name had been registered a long time ago as part of a project that a large company had undertaken under a contract with a government. The project, and the contract, eventually ended, and the domain name ended up in the hands of "some guy" who had worked on the project. He said the company had informally said he could have the name when the project wound up.

One problem with a name like that, particularly if you are ultimately interested in selling it to a corporate buyer is that the next buyer may want some kind of warranty of title. The broker found a potential buyer who wanted, as a condition of purchase, some kind of documentation of how "some guy" was authorized to take over the domain name, and the situation ended up being a stalemate since they registrant couldn't provide evidence of his authorization and, years later, couldn't get anyone who was formerly with the company to sign off on anything to that effect.

So, whatever might be your comfort level with this pretty common murky scenario, you also have to consider whether a future buyer's comfort level is going to match up with yours.
 
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Your concerns are valid.

It depends on what sort of company. Ordinarily, the assets of a dissolved company will devolve to the owners. So, if we are talking about a sole proprietorship, then the person who owned it likely succeeded to the assets.

Sometimes, though, the domain name remains in the hands of some IT guy, contractor, former employee, whatever, who didn't really have formal authority to take over the domain name, but nobody noticed or cared. Sometimes, it is left in the hands of someone who did ask, "Hey, can I have the domain name" and received consent to do so.

And, yes, sometimes people do come out of the woodwork long after the fact to wonder where the domain name went.

On the other hand, one question that's never been answered to my satisfaction is this:

SomeCorp Inc. was the registrant of Somecorp.tld, with an expiration date of June 2015.

SomeCorp Inc. went belly-up and was dissolved in February 2015.

Ann Employee had the domain name in her GoDaddy account at the time. When the corporation was dissolved, nobody thought about or cared about the domain name.

In June 2015, Ann Employee renews the domain name, and has been renewing it ever since.

One question you might ask is - At the time of dissolution what, exactly, were SomeCorp's rights in the domain name?

One answer would be that SomeCorp was the proud owner of a domain name that had an expiration date of June 2015. Absent renewal of the domain name by SomeCorp in 2015, they no longer owned the domain name.

The problem with that answer is that you can argue that SomeCorp's rights in the domain name only lasted until June 2015. But, it's unclear how that makes the domain name "belong" to Ann Employee.

I recently dealt with a situation very much like this. A client was looking to broker a domain name which would be a really nice short dictionary word domain. The domain name had been registered a long time ago as part of a project that a large company had undertaken under a contract with a government. The project, and the contract, eventually ended, and the domain name ended up in the hands of "some guy" who had worked on the project. He said the company had informally said he could have the name when the project wound up.

One problem with a name like that, particularly if you are ultimately interested in selling it to a corporate buyer is that the next buyer may want some kind of warranty of title. The broker found a potential buyer who wanted, as a condition of purchase, some kind of documentation of how "some guy" was authorized to take over the domain name, and the situation ended up being a stalemate since they registrant couldn't provide evidence of his authorization and, years later, couldn't get anyone who was formerly with the company to sign off on anything to that effect.

So, whatever might be your comfort level with this pretty common murky scenario, you also have to consider whether a future buyer's comfort level is going to match up with yours.

Thank you for the thoughtful explanation. It was a corporation, and not a sole proprietorship or other type of organization. I wanted the domain for a site of my own, and it takes me a lot to feel comfortable. Not to mention the comfort level of any future buyer, if the site becomes successful and I decide to sell it in the future. I'm sure there would be a lot more due diligence.

Afternic was no help. All the rep told me was the 'owner' has sold other domains without any issues. He wouldn't address the issue of the dissolved corporation (I'm not surprised). I filed a report with ICANN. Will see what happens with that, while I look for another domain.
 
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Apologies for jumping on. I've been looking at something similar here in the UK (it may be very different in the US). I concluded that beyond the domain I'd also have to evaluate any 'residual goodwill' and who would have rights to that 'goodwill' outside of the liquidation proceedings and take that into account.
 
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On the other hand, one question that's never been answered to my satisfaction is this:

SomeCorp Inc. was the registrant of Somecorp.tld, with an expiration date of June 2015.

SomeCorp Inc. went belly-up and was dissolved in February 2015.

Ann Employee had the domain name in her GoDaddy account at the time. When the corporation was dissolved, nobody thought about or cared about the domain name.

In June 2015, Ann Employee renews the domain name, and has been renewing it ever since.

One question you might ask is - At the time of dissolution what, exactly, were SomeCorp's rights in the domain name?

One answer would be that SomeCorp was the proud owner of a domain name that had an expiration date of June 2015. Absent renewal of the domain name by SomeCorp in 2015, they no longer owned the domain name.

The problem with that answer is that you can argue that SomeCorp's rights in the domain name only lasted until June 2015. But, it's unclear how that makes the domain name "belong" to Ann Employee.

Could the length of time be a factor in this?

& perhaps 'indemnity insurance for intangible assets' may be an option for murky situations?
 
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I filed a report with ICANN.

Reporting things to ICANN is a lot like prayer. There are people who believe it works.

Could the length of time be a factor in this?

Absolutely, and that's kind of why, in these situations, I question what it is that the long-ago-defunct owner actually had, because they didn't have right in perpetuity to the domain name.

One would also expect that, if anyone cared about the domain name, they would have shown up before the next umpteen renewals of the domain name.

Another thing to consider are things like statutes of limitations. Even if the current registrant had misappropriated the domain name 10 years ago, what sort of action would still be viable to get it back.

And, on that point, we come back to the weird obsession that people have about whether or not domain names are "property", as they are treated for some causes of action in some jurisdictions, or whether they are renewable service contracts, as they are treated in other causes of action in other jurisdictions.

This sort of discussion tends to presume some kind of undefined "liability" or "improper title" to a domain name as some kind of an abstract, ill-defined thing. When you get down to things like "liable for what, to whom, in what jurisdiction" then you are really trying to nail Jello to the wall. Obviously, those sorts of answers are going to depend on the specific domain name and its history.

But, sure, as a general principle, the passage of time tends to favor "ownership" by someone who possesses the thing, because the sorts of things that might deprive them of possession become less viable.
 
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And, on that point, we come back to the weird obsession that people have about whether or not domain names are "property", as they are treated for some causes of action in some jurisdictions, or whether they are renewable service contracts, as they are treated in other causes of action in other jurisdictions.

This is what sprung to mind when reading the post, in the UK 'property' it's 'adverse possession' which allows someone to claim ownership if they've possessed land for a specified period (10โ€“12 years) without objection.

And in trademark, could be seen as 'acquiescence', maybe it would be prudent for someone who has had control of a domain like this to explore filing to court for 'legal ownership', allowing any opposing party to file a response so it can't come back to bite them later on?
 
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Yes, well, adverse possession and quiet title actions apply to real property, but not personal property. So, even if we follow a property theory of domains, they are some form of personal property.

And if it is property, what are the renewal fees? Lease payments? If soC you wouldnโ€™t think a business would retain its rights in a leased property years after folding up and not lying rent.

But regardless of what your legal theory might be, thereโ€™s no predicting whether a prospective buyer is going to agree with you.
 
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This, by the way, is a great question. Sometimes you have to round up everyone who might have a claim and find out what it takes to get them to sign off on a deal.
 
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And if it is property, what are the renewal fees? Lease payments? If soC you wouldnโ€™t think a business would retain its rights in a leased property years after folding up and not lying rent.

Very true, I guess the difference is the value to the business of leased property is/was its physical location/utility rather than brand identity/reputation/customer association/goodwill strongly attached to domain names & trademarks which can hold monetary value for years... ? Apologies if I'm doubling back on myself, thinking out loud and it is such an interesting topic!
 
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trademarks which can hold monetary value for years... ?

....provided the marks continue to be used and that commercial use of the mark has not been abandoned...

But this is a common problem, which has no single solution.

Similar issues arise with domain names registered to a deceased individual. How those situations are handled can depend on the registrar, but it is useful to get a probate court order referring specifically to the domain name.
 
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Among the as-yet unmentioned ideas for dealing with these types of situations, one might toy with the idea of laundering the title in some way. For example, one can envision scenarios such as entering into a sales contract for the domain name, not transferring the domain name, having the buyer file a contract enforcement action, and stipulating to a court order transferring the domain name to them. The buyer now holds the domain name pursuant to a court order.

There are a number of variations on that theme. Using the UDRP as a stipulated transfer vehicle is another.

There is also the UCC 2-403 argument concerning a bona fide purchaser of goods without notice of any defect of title obtaining good title when the goods are purchased from a dealer of goods of that kind in the ordinary course of business. Arguably, marketplaces such as GoDaddy, Sedo, etc. qualify for that sort of treatment. You might require the sale to be made through such a channel.
 
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Among the as-yet unmentioned ideas for dealing with these types of situations, one might toy with the idea of laundering the title in some way. For example, one can envision scenarios such as entering into a sales contract for the domain name, not transferring the domain name, having the buyer file a contract enforcement action, and stipulating to a court order transferring the domain name to them. The buyer now holds the domain name pursuant to a court order.

There are a number of variations on that theme. Using the UDRP as a stipulated transfer vehicle is another.

There is also the UCC 2-403 argument concerning a bona fide purchaser of goods without notice of any defect of title obtaining good title when the goods are purchased from a dealer of goods of that kind in the ordinary course of business. Arguably, marketplaces such as GoDaddy, Sedo, etc. qualify for that sort of treatment. You might require the sale to be made through such a channel.
Valuable information.

In my case though, haven't I given notice of a defect of title? I've told them the corporation is dissolved.
 
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There is also the UCC 2-403 argument concerning a bona fide purchaser of goods without notice of any defect of title obtaining good title when the goods are purchased from a dealer of goods of that kind in the ordinary course of business. Arguably, marketplaces such as GoDaddy, Sedo, etc. qualify for that sort of treatment. You might require the sale to be made through such a channel.

May there be an issue with 'UCC 2-403' the fact domain names are considered 'intangible' though? I can't really speak from practice - our UK equivalent I believe would be the Sale of Goods Act 1979, same again I'd be curious if this has been used for 'intangible' assets, domain names e.g

'23: Sale under voidable title.

When the seller of goods has a voidable title to them, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith and without notice of the sellerโ€™s defect of title.'
 
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Among the as-yet unmentioned ideas for dealing with these types of situations, one might toy with the idea of laundering the title in some way. For example, one can envision scenarios such as entering into a sales contract for the domain name, not transferring the domain name, having the buyer file a contract enforcement action, and stipulating to a court order transferring the domain name to them. The buyer now holds the domain name pursuant to a court order.

I do like this idea, but couldn't this manoeuvre have potentially negative repercussions for the seller (future business/sales/dealings), particularly if it becomes public knowledge or creates a paper trail suggesting failure to fulfil contractual obligations?
 
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There is also the UCC 2-403 argument concerning a bona fide purchaser of goods without notice of any defect of title obtaining good title when the goods are purchased from a dealer of goods of that kind in the ordinary course of business. Arguably, marketplaces such as GoDaddy, Sedo, etc. qualify for that sort of treatment. You might require the sale to be made through such a channel.

Aside from what I've questioned above, I do agree and think though in terms of a 'bona fide purchase', if it were me I would be confident and imagine I'd have a reasonably strong argument if ever challenged, the argument that 'GoDaddy, Sedo' are reputable marketplaces like they are, I would reasonably be under the assumption it was a legally sound purchase I was making.
 
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I would reasonably be under the assumption it was a legally sound purchase I was making.

You'd think so, right?

https://www.adrforum.com/DomainDecisions/2062168.htm

Complainant contended that Respondent (or its agent) either stole the disputed domain name from Complainant by cyberattack or bought it from the person who did it. In the latter case, Complainant alleged that Respondent either knew or was willfully blind to the theft. However, there is no evidence in support of such allegations. Despite making allegations in its original Complaint that the Respondent (or its agent) "stole" the disputed domain name from the Complainant and was the same person who "stole" other domain names from the Complainant, there was no evidence that points to Respondent (or its agent) being the person who made unauthorized online access to Complainant's server and stole the <beds.com> domain name. The evidence submitted in relation to the theft of the domain name COMFORT.COM is irrelevant as it concerns a different domain name and in any event, Respondent is not named as a defendant in that case. Conversely, Respondent has provided evidence of his negotiations history and purchase of the <beds.com> domain name from Sedo.com, an ICANN accredited registrar and domain marketplace. Respondent provided evidence showing that Sedo.com publicly advertised that the <beds.com> domain name would be sold at an auction. In its unsolicited additional submissions, Complainant contended that Respondent bought the <beds.com> domain name knowing or being willfully blind to the fact that it was stolen from Complainant. The Panel is not persuaded by such submissions. Respondent's evidence on the negotiations history, combined with the fact that the disputed domain name is inherently descriptive, suggest that the purchase was conducted at arms-length and the Panel finds no reason to find otherwise.
 
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I've told them the corporation is dissolved.

Which isn't a defect in title, really, as one might assume that upon dissolution of the corporation, title devolved to the owner(s) thereof. Whether there is a reason to believe the current possessor is not such an owner or did not otherwise legitimately obtain the name on winding up the corporation is a question one might ask, but the observation that the corporation is dissolved is not itself a defect as much as it is a question.
 
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You'd think so, right?
:'(
https://www.adrforum.com/DomainDecisions/2062168.htm

Complainant contended that Respondent (or its agent) either stole the disputed domain name from Complainant by cyberattack or bought it from the person who did it. In the latter case, Complainant alleged that Respondent either knew or was willfully blind to the theft. However, there is no evidence in support of such allegations. Despite making allegations in its original Complaint that the Respondent (or its agent) "stole" the disputed domain name from the Complainant and was the same person who "stole" other domain names from the Complainant, there was no evidence that points to Respondent (or its agent) being the person who made unauthorized online access to Complainant's server and stole the <beds.com> domain name. The evidence submitted in relation to the theft of the domain name COMFORT.COM is irrelevant as it concerns a different domain name and in any event, Respondent is not named as a defendant in that case. Conversely, Respondent has provided evidence of his negotiations history and purchase of the <beds.com> domain name from Sedo.com, an ICANN accredited registrar and domain marketplace. Respondent provided evidence showing that Sedo.com publicly advertised that the <beds.com> domain name would be sold at an auction. In its unsolicited additional submissions, Complainant contended that Respondent bought the <beds.com> domain name knowing or being willfully blind to the fact that it was stolen from Complainant. The Panel is not persuaded by such submissions. Respondent's evidence on the negotiations history, combined with the fact that the disputed domain name is inherently descriptive, suggest that the purchase was conducted at arms-length and the Panel finds no reason to find otherwise.

Though secondary line of defense, and I believe applicable in this instance - I would do what I believe would be considered a reasonable amount of 'due diligence'. Any live trademarks, Google searches (recognition in the market), signs of commercial activity, even lack of enforcement (fact it's for sale on Afternic, maybe even use archive.org or equivalent just to record how long it's been for sale) and hold records of those (Question of Claim).

And then going back to the time lapse, providing the above, you could assert abandonment of right over the domain? Again, not something I've practiced - just what I would personally consider doing!

If it's something your looking to build your own site upon, perhaps trademarking the name would help solidify your interests and rightful ownership? I imagine the system is similar to over here where anyone who wishes to oppose is given ample opportunity to do so.
 
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If it's something your looking to build your own site upon, perhaps trademarking the name would help solidify your interests and rightful ownership?

Yep.
 
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Great questions and even greater answers, @jberryhill . Can we try with a real world example?

Theranos.com - the company dissolved in 2018 but the domain remained under corporate ownership at least until May 2022 (Theranos IP LLC). The WHOIS is shielded by privacy. It has remained with the same Registrar (GoDaddy) and DNS since then. It forwards to what appears to be an Indonesian web site.

There are no records of it expiring and being sold via e.g. GoDaddy Auctions. If it changed hands, it's very likely that someone from the formerly active company was able to control the domain past that point, or even sell it.
 
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So, the reason itโ€™s called โ€œworkโ€ is that itโ€™s something you really donโ€™t want to do, but you get paid to do it.

There was some kind of winding up proceeding that they went through in 2018ish, and Iโ€™m not really going to find out who and what was involved or read a bunch of court papers or whatever else to figure who might have gotten what.

I do know there is a weird thing that goes on with expired names and Indonesian language gambling affiliate sites which, oddly, comes up in UDRP proceedings from time to time.

The Theranos breadcrumb trail starts here:

http://www.proofofclaims.com/theranos/documents/Theranos-POC_Notice.pdf

โ€ฆand a bunch of stuff happened after that. Itโ€™s more than I care to spend the next couple of hours sorting through.

http://www.proofofclaims.com/theranos/documents/Theranos-General_Assignment.pdf
 
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The way these things come up in practice is that some domainer has agreed to sell a domain name to a large organization, and the process of finalizing the deal has hit a snag because the buyer wants specific warranties or will not buy absent some kind of documentation of title.

In that kind of situation, then I sometimes end up hunting down relevant people to supplement whatever objective historical information there may be, and help the parties negotiate whatever kind of solution makes them happy. If it involves rounding up previous interests, getting some kind of court declaration, having a portion of the price go into an escrow fund for some period of time to deal with risk, change the price or some other aspect of the transaction, so be it. Sometimes itโ€™s more about getting a result than an answer.

The 2018 screenshot is kind of interestingโ€ฆ

IMG_6535.jpeg


But itโ€™s a deep enough rabbit hole than I care to chase down.
 
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Theranos.com - the company dissolved in 2018 but the domain remained under corporate ownership at least until May 2022 (Theranos IP LLC).

Assuming you've already checked WHOIS history... fwiw just documenting some Fortress.com WHOIS connections to Theranos.com / Theranos.us

Theranos.com >
1737331401488.png


Theranos.com > Theranos IP LLC
1737331485217.png



Theranos.com > Theranos IP LLC > [email protected]
1737331575085.png


Theranos.com > Theranos IP LLC > [email protected] > 6 Domains**
1737331751005.png

**The top 3 domains forward to GoDaddy landing pages, but the bottom 3 domains forward to the same indonesian site ("Karmasy.com") that Theranos.com redirects to.

Theranos.us WHOIS
1737333090098.png


Possibly Related Reading?::
1737332005781.png
 
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I'm assuming we're looking at the commercial viability (of 'Theranos.com') in the context of this thread? If I'm not mistaken, 'Theranos' was a coined/constructed term derived from 'Therapy' and 'Diagnosis' by the founder? To me, it appears pretty distinctive, no prior usage or meaning elsewhere, (closest I'm aware of is 'Thanatos,' the personification of death in Greek mythology), - aside from the poor ethics, in my opinion, I feel any attempts at commercialisation risks a lawsuit for 'unjust enrichment', essentially profiting off the scandal/fraud that had (has) its victims. Further, I can't see it ever being accepted as 'time-barred', especially with the distinctiveness and the enduring infamy (consumer awareness/public perception) surrounding the name.

The best outcome I could see for the name is raising awareness against this sort of conduct (fraud).
 
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