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How to frame a Board in this unique situation?

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bcmandal_tx

New member
We are registering a company in Texas with total 7 Board of directors - 4 persons U1, U2, U3, U4 from USA and 3 persons X1, X2, X3 from Country X. The distribution of shares will be 40% for USA Directors with equal distribution and 60% for Country X's Directors with un-equal distribution as follows U1=10%, U2=10%, U3=10%, U4=10%, and X1=30%, X2=25%, X3=5%. Directors X1 and X2 of Country X have greater control on the business and wants to make sure that out of 7 total directors, only 3 directors - two from Country X (X1, X2) and only one from USA (U1) will have voting power.
Questions:
(1) What could be the motivation behind such 3 voting powers from Country X's side?
(2) What could go wrong with this type of arrangement?
(3) If nothing is wrong in this type of control arrangement, then how can we frame such a Board?

Thanks a lot.
 
Last edited:


adjusterjack

Senior Member
(1) What could be the motivation behind such 3 voting powers from Country X's side?
Hmmm, let's see, uh, nope, not getting a connection to anybody's mind, so can't answer that question.

(2) What could go wrong with this type of arrangement?
Anything, everything, nothing. No magic 8 ball here.

(3) If nothing is wrong in this type of control arrangement, then how can we frame such a Board?
Have an attorney do it and get it right.
 

quincy

Senior Member
What sort of company is this?

Your questions, as adjusterjack notes, are unanswerable as asked.

You will want to discuss your business formation with legal professionals in your area and probably with a legal professional located in the country where the three other proposed board members reside.
 

bcmandal_tx

New member
What sort of company is this?

Your questions, as adjusterjack notes, are unanswerable as asked.

You will want to discuss your business formation with legal professionals in your area and probably with a legal professional located in the country where the three other proposed board members reside.
Thanks. Its a consulting service company.
 

FlyingRon

Senior Member
Understand that the board is transient. It's the shareholders who hold the voting stock that control the company in the long term.
 

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