Legal Question in Business Law in Florida

Corporation with 3 shareholders

I have a question regarding the ''rights'' of each shareholder of a corporation made up of 3 persons. For example, if the president, secretary, and treasurer all own equal shares of the corporation, does the president automatically have more control over the other members because of his title? The problem is that the president of the corporation is ''stuck'' on the notion that since he started the company prior to having partners, he should always have the final say in business matters. He believes that he can ''borrow'' money out of the company bank account whenever he wants to and when he doesn't replace it, says that since he started the company his partners ''owe him'', and he doesn't need to pay it back. He threatens the other partners by stating that ''he started the company and therefore has the right to do what he wants.'' When things get bad, he then goes on to say that he can just shut down the company and take everything that is associated with the company. The corporation has an attorney, but is there any way this ''partner'' could have made previous arrangements to control the company to this extent without the other members having knowledge? Could his threats be real? What can I do?


Asked on 5/31/07, 9:25 pm

2 Answers from Attorneys
Johm Smith tom's

Re: Corporation with 3 shareholders

Each shareholder's power is either set forth in the shareholders' agreement or determined by statue. Any other agreement would probably be fraudulent and/or otherwise improper. You should consult with your own attorney to determine what you can do. If you have let the president maintain control of the company's assets to the point that he can harm the company if he's mad, then you need to consult with an attorney. Feel free to contact us.

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Answered on 5/31/07, 9:57 pm
Robert Roemer Robert Roemer

Re: Corporation with 3 shareholders

I reviewed your question and believe that you and the other to shareholders own two thirds of the corporation. Unless the loans are documented as corporate as debts owed this president they probably are not legally required to be repaid. As a result of the complexity of your situation and I would advise you to e-mail me your phone number and a time to reach you. In addition, I would suggest that you not discuss this matter with anyone except myself for an attorney. I look forward to hearing from you.

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Answered on 6/01/07, 12:33 am


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