First, I would find it unusual if a 'minority group' of shareholders could dissolve a corporation. Most corporation laws just don't provide that ability.
Second, no one would be responsible for the corporate debts (unless personally guaranteed or malfeasance of management).
A corporation is a stand alone legal entity (just like a person). It is solely responsible for it's own debts and the shareholders nor the 'board' is personally liable. If a corporation ceases to exist, certain steps are required to pay the creditors and to liquidate its assets (just like when an estate closes the accounts of a deceased). NOTE: If you, or others, have personally signed to guarantee a corporate debt (common for most small corporations), that person will be liable for that debt.
Some thoughts:
1) What do you mean when you say, "no support from my two shareholders"? Do the Corporate By-Laws detail specific requirements for them? (Probably not). If so, you could pursue legal process to force compliance.
2) Do your By-Laws detail purchase of their shares (personal or corporate buy-back)? If so, buy them out.
3) Check with your state registration agency (Secretary of State, Corporate Registration, etc.) to see what requirements are needed to 'dissolve' a corporation.
4) Any attempts to show or prove malfeasance by the board of directors or shareholders to get them (you) responsible for corporate debts is a long and expensive process. Usually the cost is prohibitive and prevents most claims from being pursued. This also applies to an attempt to show that the 'corporation' was in fact an 'alter ego' for an individual.
Hope that this helps....
PS: Get your caps-lock key fixed. It is considered rude to 'shout' like that.
[This message has been edited by Halket (edited June 29, 2000).]
