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How to dis-engage from a company where I am the ceo/ registered contact

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gaggz

Member
What is the name of your state? California
Hi All. I was among total 4 partners [me plus 3 others] who started a c-Corp. this is a pharma research consulting company with zero investment from my side [I am a subject matter expert - project delivery expert]. I am listed as ceo and also as registered agent in California. Remaining 3 took positions of director, secretary, cfo. Deal was that we all will put in efforts and at end of year divide net profit equally among 4 of us. During execution of first project, I did put in some efforts towards preparing project documentation , though main project work was done by 2 other partners, third one was silent. Also, about 10-15% into the first project execution, I decided to pull out of all the work of this company and give up my position as I have decided to work as a full time employee of another company. My partners are ok with my decision and I told them I do not want any part of revenue and want to just walk out.

now the fact is: since we were in initial 3-4 months of company formation, no partnership agreement was done and is still pending. All shares are with the president. Not sure if they have distributed the shares among the remaining 3, I don’t care as I want to walk out.

however, issue is that I am still ceo and registered agent per California government SI-25. I have requested my name be taken off completely via fresh si25 filing, it has been agreed by the partners but there has been a delay in form filing, so I am getting labor posters, EDD emails etc at my address. As far as I know, my name is not on any company bank account.

Questions: 1. How do I get my name off corporate paperwork at California government end? In case there are any delays in filing si-25 by remaining partners, can I inform the California government by the way that I am out of it?
2. Should I be writing an email to other 3 partners to say I had discussed on xyz date and we mutually decided I am out of this setup? If yes, what should be sample content or points [example: Thank you for the opportunity, I would like to disengage effective xyz date {it will be a date in past, per our phone meeting}, that I do not have any shares, do not have any partnership agreement signed, name in a bank]... what should I write
3. Any documentation or correspondence to create that will help prove to CA government anytime in future, or will help prove to my new employer that I have nothing to do with the company, did not gain financially or profit in any way. I especially want a proof that I did not spend a single minute with that company since I accepted my offer of employment with new employer.
4. Anything else to be done to ‘protect’ myself from any liability? Note... I have not been paid anything on w2, 1099, never got any money or benefits, will not be given k1 at end of year.... I do not want a single cent from the company earnings.

please help. Thanks in advance.
 


LdiJ

Senior Member
Realistically it is probably going to take an attorney to undo you from the company since you were the lead point as far as CA is concerned.
 

zddoodah

Active Member
How do I get my name off corporate paperwork at California government end? In case there are any delays in filing si-25 by remaining partners, can I inform the California government by the way that I am out of it?
For starters, if you're currently the CEO, you could file a new statement of information at any time (and, of course, you can inform anyone of anything at any time).

The rest of your questions call for specific legal advice, and you should be consulting with a local attorney.
 

gaggz

Member
Thank you everyone foe help. My former partners filed SI25 and updated all documentation at their end. Am out of the setup now.
 

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