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I want out as corporation partner

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M

MrJugular

Guest
Florida.
I am 50% owner/shareholder of a corporation. I have been mostly not involved in the day to day running of the corporation for about 1 year.
I would like to become no longer associated with the corporation; i.e. give/sell/donate my share to the other partner.
He is being uncooperative in this and is making many demands; for example, wants me to sign a non-compete clause.

Can I somehow get out of this corporation without his agreement?
For example, can I dissolve the corporation without his consent.
Is there a way I can be "held harmless for future debts/obligations" if/when I do manage to get out of it.

Exactly what kind of lawyer would I need in order to aggressively pursue this separation?

Thanks,
 


HomeGuru

Senior Member
You can not dissolve without his consent since he is part owner. You can be responsible big time if you do not make a clean break. Hire a corporation/biz law attorney.
 
L

lawrat

Guest
I am a law school graduate. WHat I offer is mere information, not to be construed as forming an attorney client relationship.

As to lawyer: you need a corporate law attorney, who has experience in dissolution of corporations.

As to dissolution of corporations in Florida:
http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=Ch0607/titl0607.htm&StatuteYear=2000&Title=->2000->Chapter 607

607.1401 Dissolution by incorporators or directors.

607.1402 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

607.1403 Articles of dissolution.

607.1404 Revocation of dissolution.

607.1405 Effect of dissolution.

607.1406 Claims against dissolved corporation.

607.1420 Grounds for administrative dissolution.

607.1421 Procedure for and effect of administrative dissolution.

607.1422 Reinstatement following administrative dissolution.

607.1423 Appeal from denial of reinstatement.

607.1430 Grounds for judicial dissolution.

607.1431 Procedure for judicial dissolution.

607.1432 Receivership or custodianship.

607.1433 Judgment of dissolution.

607.1434 Alternative remedies to judicial dissolution.

 
J

Jack Mevorach, Esq.

Guest
First consult shareholder agreement, which should address these issues. If none, state statutes govern. You're looking at a dissolution action. Find litigator who can litigation this corporate action.
 

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