CA S-Corp – Minority Shareholder Exit No Stockholder Agreements in Bylaws

[minorityrules]

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

I own 24% of minority shares in a small 3 person privately held CA S-Corp. The 52% majority has laid me off as of July. I've been offered a job at a multi million dollar company who just happens to be one of the companies suppliers/competing company. They require me to have an indemnity doc signed by my former company in order to start the new job. The majority has been advised not to sign any indemnity doc. A valuation of the company indicates the company is in debt. I just want out and they are making it extremely difficult. Can I file for involuntary dissolution? Can I come with some sort of agreement to voluntarily give up my shares in order to be absolved? Being on unemployment does not really allow the financial means to hire an attorney. Any help would be greatly appreciated. Thank you.

 

[FlyingRon]

The majority can't stop you as a person from signing personal agreements unless there was some specific contract you signed with the corporation regarding such things.
At 24% you don't have sufficient shares (and I suspect you've not got controlling directorship either) to bring an involuntarily dissolution. Being a share holder doesn't make you responsible for the corporate debt (you may have signed personal responsibility for this but it has no bearing on you holding the shares).

You can ask the majority if they would like to just take your shares back (for a $1 or whatever) if the corporation is really without any equity for you.