In re: ITAPOAN, INC.

(Van Nuys Courthouse East: Dept. I) August 25, 2026 DEPARTMENT I LAW AND MOTION RULINGS

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES In re: ITAPOAN, INC., Petitioner. |))))))))))))))) | CASE NO: 26VECP00248 [TENTATIVE] ORDER RE: PETITION FOR ORDER REINSTATING ITAPOAN, INC. TO ACTIVE STATUS Dept. I HEARING DATE: August 25, 2026 TIME: 8:30 A.M. PETITION FILED: May 21, 2026 TRIAL DATE: None set. |

I. BACKGROUND On May 21, 2026, Petitioner Itapoan, Inc. ("Petitioner") filed the instant Petition for Order Reinstating Itapoan, Inc. to Active Status. To date, no opposition has been filed.

II. LEGAL STANDARDS Government Code Section 12261, subdivision (a) provides: "The Secretary of State shall reinstate to active status on its records, a business entity for which a court finds any of the following: [P.](1) The factual representations by a shareholder, member, partner, or other person that are contained in the termination document are materially false. [P.](2) The submission of the termination document to the Secretary of State for filing is fraudulent." (Gov. Code, Sec. 12261, subd. (a).)

"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: [P.](1) The specific grounds for reinstatement. [P.](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. [P.](3) That the business entity shall be reinstated effective from the date of the filing of the court order with the Secretary of State." (Gov. Code, Sec. 12261, subd. (b).)

"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." (Gov. Code, Sec. 12261, subd. (c); see also Holistic Supplements, LLC v. Stark (2021) 61 Cal.App.5th 530, 557 (Holistic).)

"[T]he statute does not impose any specific pleading requirements when seeking an order as part of a civil case. The statute only imposes a pleading requirement for a stand-alone petition ...." (Holistic Supplements, LLC, supra, 61 Cal.App.5th 557.)

"A court evaluating a stand-alone petition may know nothing about the facts supporting reinstatement, whereas a court handling other claims in a civil case probably will." (Id.)

III. DISCUSSION Petitioner seeks an order reinstating it to active status on the grounds that the Certificate of Dissolution filed with the Secretary of State on April 3, 2026, contained materially false representations.

Specifically, Petitioner contends that Eminutes filed the Certificate of Dissolution on the behalf of Wagner Moura, the director of Itapoan, Inc., without the consent and agreement of Mr. Moura who is the sole officer of Itapoan, Inc. (Pet., P.P.3-4.)

"When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution...." (Corp. Code, Sec. 1905, subd. (a); see also A B C Brewing Corp. v. C.I.R. (9th Cir. 1955) 224 F.2d 483, 487 ["Only the certificate that the corporation 'has been completely wound up' is 'a formal end of corporate existence'."].)

Here, Petitioner had provided evidence showing that Mr. Moura is the sole officer and director of Itapoan, Inc. (Easter Decl., P.P.7, 11, Ex. C; Schwartz Decl., P.4.)

Furthermore, Petitioner is a client of Eminutes, who was asked to assist Itapoan, Inc. with surrendering the right to do business in Pennsylvania by the business manager for Itapoan, Inc. (Easter Decl., P.8.)

There was a miscommunication between Petitioner's business manager and Eminutes, thus Eminutes believed that Petitioner also wanted to dissolve in California as well. (Easter Decl., P.8; Schwartz Decl., P.P.4-5.)

Consequently, Eminutes prepared and filed the Certificate of Dissolution at issue in this case. (Easter Decl., P.9, Ex. D.)

However, Petitioner asserts that Mr. Moura had no knowledge that the Certificate of Dissolution had been filed and no steps have been taken to dissolve Itapoan, Inc., which is still operating and growing (Id., P.5.)

Accordingly, the Court finds that Petitioner has demonstrated the filing of the Certificate of Dissolution made by Eminutes on April 3, 2026, on behalf of Petitioner contained factual misrepresentations pertaining to winding up and dissolution Itapoan, Inc. In addition, all documents required by the code have been submitted.

IV. CONCLUSION Based on the foregoing, Petitioner Itapoan, Inc.'s Petition for Order Reinstating Itapoan, Inc. to Active Status is GRANTED.

Petitioner Itapoan, Inc. shall be reinstated effective from the date of the filing of this court order with the Secretary of State.

Petitioner is to file proof that the court order was filed with the Secretary of State in accordance with Gov. Code, Sec. 12261, subd. (b) within 10 days of the order.

Petitioner Itapoan, Inc. to give notice.

Dated: August 25, 2026 __________________________________ Hon. Karen Moskowitz Judge of the Superior Court