Legal Question in Business Law in Florida

Ownership

I set up a small chemical supply business in Florida 4 years ago with my friend from the UK. At that time I had a resident alien status (green card) and I still have this status. He did not and still does not have any visa status in the USA. I agreed to give him 51 % share and I take 49% in order for him to get an investors visa. We set up an S corporation and the stock certificates reflect this 51/49 split. We did not sign a shareholders� agreement.

We are projected to make a small profit this year. He has now presented me with a shareholders agreement. This agreement was produced by his lawyer friend and is very one sided. It basically gives him control of the company, entitles him to 50% of my salary and requires me to purchase my 49% shares. The agreement does not acknowledge any of the hard work I put into the company for the past 4 years. Furthermore he still intends to be remote form company and the USA with me again working full time. His initial investment was $100K. I invested invested $65K in the 2nd year. The plan was for us both to work full time in the business.

Do I really need to pay for my shares? If this is an S corporation can he legally be in control of the company as a non resident alien?


Asked on 4/04/09, 2:55 pm

1 Answer from Attorneys
Alan Wagner Wagner, McLaughlin & Whittemore P.A.

Re: Ownership

You have a big problem and you need to see a lawyer, as he has. You should have had a shareholder's agreement up front. Now is the time to reach a fair agreement about who works for what and who gets what or to just close the business and start again. You probably have all the conacts here in the United States. Get a lawyer immediately and get some representation to protect your rights -- he is protecting his.

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Answered on 4/04/09, 7:31 pm


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