Legal Question in Business Law in California

The first factor to consider is whether the property settlement in the dissolution will leave you as the sole shareholder. This will bear upon (a) whether you remain in control by having all or a majority of the voting power, and (b) how many directors you need to have. Note that a California corporation with two stockholders must have at least two directors, while a single-shareholder corporation needs but one as a minimum.

Next, you need to comply with your corporation's bylaws, so look to see how directors are elected and removed, how many are required, etc.

Next, think in terms of when your annual shareholder's meeting takes place, and note that this is when directors' terms customarily end and the shareholders either re-elect or replace them. If the timing of your annual meeting is, or can be, "convenient" for putting a new board in place, that may be the right time and method - simply use your voting power to elect only the person or persons you want on the board.

Watch out for cumulative voting for directors if anyone other than yourself owns a significant number of shares, e.g., a third or more - under cumulative voting, someone holding less than 50% ownership may be able to place a director on your board against the will of a 50+% majority owner. Look up and study Corporations Code section 708 and/or learn the concept of cumulative voting via Google search if you don't already understand it.

Removal of directors, without cause and prior to the expiration of the term for which they were elected, is permissible under Corporations Code section 303, but note the limitation (and expansion) in subpart 303(c).

So, the steps you need to take are to call and have a meeting, even if you are the only one entitled to attend, participate and vote, and prepare and keep records of the nominations, motions, votes, etc. as though there had been dozens of people present, and keep the records in your secretary's book of corporate actions, properly attested and signed.

If you don't know the basic nuts and bolts of small-corporation management, get one of those self-help paperback law books, making sure it is California-oriented.

Finally, once you have removed the ex as a director/officer/etc., file a new statement of information removing him as an officer/director, which form is located at: http://www.sos.ca.gov/business/be/forms.htm#corp