Legal Question in Business Law in Florida

Dissolution of Agreement Between Corporate Officers

As an officer of an active corporation in the state of Florida, I received a letter (sent certified) from the two other partners of this corporation. This letter contained one sentence stating that they were resigning from the corporation. This business failed and the door's were closed in July of 2002. In June of 2002, these two officers decided to remove me from the corporate checking account and I had very limited access to anything pertaining to the business. Over the next four weeks, I received less money than the other two partners (payroll compensation). I am receiving past due bills and phone calls from creditors that the corporation owes. My question: Am I still considered an officer of this corporation after being taken from the checking account, not allowed to speak w/ the company accountant, etc. etc... Is what they did legal? How should I handle the situation?


Asked on 4/25/03, 12:59 pm

2 Answers from Attorneys
Alexander M. Rosenfeld Rosenfeld & Stein, P.A.

Re: Dissolution of Agreement Between Corporate Officers

Unless you are personally responsible for payment of the corporate bills, do nothing. As to other shareholders, see the suggestion made by Mr. Slater.

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Answered on 4/25/03, 7:03 pm
David Slater David P. Slater, Esq.

Re: Dissolution of Agreement Between Corporate Officers

The corporation is rsponsible for its bills not the individual officers. The corporation should be dissolved legally and of record with the Secretary of State. You may be entitled to an accounting from the other officers as to the payments made.

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Answered on 4/25/03, 2:08 pm


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