Legal Question in Business Law in California

Desolving of a corporation

If there is two owners in a S Corp

50% each, owner #1 wants to

desolve the company because she

doesn't want to pay anything to

owner #2 to transfer her 50% of the

company. Owner #2 does not want

to desolve. But has no option to buy

out owner #1, because she doesn't

want to. Owner #2 has been

working on these projects for almost

a year and know that I (owner #2)

can do something with this comp.

If we desolve, how soon can owner

#1 regirstrar a new corp, and would

she be able to take the exciting

corporations name? We have not yet

had any revenue in the company.

And stocks have not been issued

either. What rights do I have to keep

the corp, i am the treasurer and

secretary in the corp.


Asked on 11/15/08, 4:38 pm

3 Answers from Attorneys
Daniel Bakondi The Law Office of Daniel Bakondi

Re: Desolving of a corporation

One can buy out the other's shares for whatever amount you both agree to, unless other terms exist in corporate documents which is unlikely. If you want to make sure you do it right, you can contact an attorney. Otherwise, after the company becomes a huge success, questions may remain.

IMPORTANT:

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Answered on 11/15/08, 11:44 pm
OCEAN BEACH ASSOCIATES OCEAN BEACH ASSOCIATES

Re: Desolving of a corporation

If this matter has not been resolved contact me immediately.

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Answered on 12/16/08, 4:16 pm
Terry A. Nelson Nelson & Lawless

Re: Desolving of a corporation

Walk away, resolve it, or file suit, are your options. You could buy her out, she could buy you out, or you can wind it down and distribute the assets [whatever they are]. The corporate name is part of the assets. You can't 'steal' it or use it without proper assignment and transfer of rights. If you can't negotiate this privately, you could hire counsel for advice and help in doing whatever you need done. Feel free to contact me if serious about doing so.

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Answered on 11/15/08, 5:33 pm


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