Legal Question in Business Law in California

Can a shareholder sue me if I disolve my S Corporation?


Asked on 5/30/15, 5:53 pm

1 Answer from Attorneys

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

The short answer is yes. Any lawsuit would probably not be filed and prosecuted for the mere act of dissolving the corporation, however. The suit would probably make claims relating either to how you ran the corporation or relating to the distribution of its assets and payment of its liabilities after dissolution. People who run corporations (S or C) have fiduciary responsibilities to shareholders to run them well .... there is no liability for failure to make a profit per se, but there can be liability for any kind of improper conduct by an officer or director of a corporation, which can include making poor decisions without doing some investigation beforehand (look up "business decision rule" for example). Also, please note that you can be sued and forced to spend time and money defending yourself even when the lawsuit is baseless and you ultimately "win" in the legal sense.

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Answered on 5/31/15, 8:41 am


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