Legal Question in Business Law in California

I am CEO of an S corp and plan to resign. My partner will continue the business. What legal steps do I need to take?


Asked on 12/01/10, 11:14 am

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

My first suggestion is to avoid ever using the word 'partner' in connection with the co-ownership of a corporation or LLC. I know what you mean, and it is common parlance, but others might get the wrong impression of the form of business entity being used by your business.

My next comment is to ask whether you are just resigning from that position, or are you witdrawing completely, selling your stock (if you have any), etc.? If you are just resigning from the CEO position, all you need to do is give a letter of resignation to the corporate secretary, which should specify the effective date. The corporation would then need to appoint a new CEO or president, probably a matter covered by the bylaws.

If you are also resigning as a member of the board of directors, your resignation letter should so state and the corporation again would probably need to fill the vacancy as provided by its bylaws or Corporations Code section 305.

Any changes to principal offices and in the board of directors needs to be reported to the Secretary of State on Form SI-200C.

Other steps that should be considered, if applicable, include taking you off bank signature cards; turning in keys and passwords; notifying your accountant, 401(K) manager, and payroll service; canceling credit cards; getting yourself out of guarantor roles, if possible; notifying key vendors and customers; and the like.

If you are a stockholder, have lent money to the company, etc., unwinding these involvements (if desired) is another whole chapter of advice.

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Answered on 12/06/10, 12:10 pm

Mr. Whipple's answer is extensive, but still might not be complete. You need to sit down with an attorney and your "partner" and go over the entire situation and come up with an exit plan. There is no way to list every possible issue you will need to deal with in a forum like LawGuru.

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Answered on 12/06/10, 4:13 pm


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