QUICK QUESTION: Selling a Corporation

[ctrldata]

What is the name of your state (only U.S. law)? California

I own 50% of a chapter S corp, my friend owns 30%, and a 3rd guy owns 20%. The third guy is a 'silent partner'. We would like to sell 100% of the corporation to a 3rd party.

Question: I have myself and the 30% owners approval, (80%), do I need the 20% guy's approval?

Note: Per the agreement with the 3rd guy, he's been given first right of refusal for the business. He has not agreed to buy thus far.

As an alternative, can the corporation sell its assets with majority approval, disolve the corporation, and issue share holders a check for the 'final value' for their investment?

Thx

[tranquility]

You can only sell what you own.