SAMY IBRAHIM vs THE PEOPLE OF STATE OF CALIFORNIA

2026CUPP064969: SAMY IBRAHIM vs THE PEOPLE OF STATE OF CALIFORNIA 07/17/2026 in Department 40 Motion for Judicial Reinstatement of Corporation

Petitioner Samy Ibrahim (“Petitioner”) has filed a petition for reinstatement (the

“Petition”) of a California stock corporation identified as Samy Ibrahim DDS Dental

Corporation, with Secretary of State Entity No. 4000451 (the “Corporation”). (Petition

[“Pet.”], p. 1, l. 24-28.) Petitioner states that the Corporation was formed on March 3,

2017 for the purpose of engaging in a dental practice operating in Ventura County. (Pet.,

p. 1, l. 24-25, p. 2, l. 3-6.) According to Petitioner, the Corporation was voluntarily

dissolved on or about December 22, 2025 in connection with Petitioner’s anticipated sale

of the business. (Pet, p. 2, l. 13-19.) The sale, however, was not consummated. (Pet. p.

2, l. 23-26.) At the time of dissolution, Dr. Samy Ibrahim was the sole owner of the

Corporation. (Pet. p. 2, l. 20-22.) Since the sale was not consummated, Petitioner seeks

to reinstate the Corporation so that it may attend to various outstanding financial and

operational matters. (Pet. p. 3, l. 12 - p. 4, l. 12.) Petitioner seeks reinstatement of

the Corporation pursuant to Government Code sections 12260-12263. For the reasons set forth

below, the petition is DENIED.

Government Code sections 12260 through 12263 provide a process for reinstatement of business

entities in limited circumstances. Specifically, Government Code section 12261 states that

a superior court may order the Secretary of State to reinstate a terminated (i.e., dissolved)

corporation if the court finds any of the following:

(1) The factual representations by a shareholder, member, partner, or other

person that are contained in the termination document are materially false.

(2) The submission of the termination document to the Secretary of

State for filing is fraudulent.

2026CUPP064969: SAMY IBRAHIM vs THE PEOPLE OF STATE OF CALIFORNIA

(Gov. Code, § 12261, subd. (a).)

The purpose of this statute is to establish a process by which a corporation that was

fraudulently dissolved can be reinstated. (See, e.g., Holistic Supplements LLC v. Stark

(2021) 61 Cal.App.5th 530, 557 [plaintiffs’ allegations that defendant transferred his

ownership interest in the LLC then filed documents with the Secretary of State converting

the LLC to a corporation solely owned by him were sufficient to state a basis for an order

for reinstatement of the LLC because the defendant falsely represented that he still had

the LLC membership interest when filing the conversion documents].) This interpretation

of the statute is well supported by its Legislative History. For example, when the law was

first proposed, the comments stated in relevant part:

Currently, no remedies exist under current law to correct those instances when

business termination papers have been filed that are fraudulent. The

[Secretary of State] has not mandated duty to provide relief in such situations

. . . This legislation is for a factually distinguishable situation where the

business entity has been wrongfully dissolved by a third party rather than

an entity changing its decision to dissolve and deciding to continue in

existence as in Catalina Investments, Inc. v. Jones (2001) 98 Cal. App. 4th

1.

(Assem. Bill No. 2588 (2005-2006 Reg. Sess.) April 17, 2006.)

Here, there are no factual representations in the Corporation’s dissolution documents that

are “materially false” within the meaning of the statute. Nor are there any claims that

the dissolution documents were fraudulently filed. Instead, the Petition states that

Petitioner intentionally dissolved the Corporation based upon his mistaken belief that the

Corporation would be sold. (See Pet. p. 6, l. 20-22.) These factual allegations do not satisfy

the criteria for a corporate reinstatement order under Government Code sections 12260-12663.

2026CUPP064969: SAMY IBRAHIM vs THE PEOPLE OF STATE OF CALIFORNIA

In other words, the Court lacks jurisdiction to grant Petitioner’s request under the present

circumstances.

The Court notes that Petitioner has meaningful reasons to seek reinstatement of the

Corporation, including ongoing financial obligations related to real property leases,

equipment leases, and other contracts. (See Pet. p. 3, l. 12-26.) Plaintiff’s remedies,

however, are not pursuant to Government Code sections 12260-12663. (See Pet. p. 6, l. 8-10.)

The Petition is therefore DENIED in its entirety.

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