Legal Question in Business Law in Florida

S Corporations - Leaving

I entered into a S Corp partnership with two other individuals (Miami, FL). We are a graphic design studio and shares were split evenly 1/3 between the three of us.

Business was good for the first 2 years, but now the other partners have seriously been neglecting their responsibilities and it is getting us into financial trouble and I forsee bigger problems ahead.

Communication is breaking down and I have offered to buy out thier shares if they are not interested in the Corp anmore, but the answers have been slow coming.

I do not wish to wait for thier inaction any longer and I have two basic questions for you:

1) If they Do decide to sell, their shares to me, how do we do that.

but more importantly

2) If I need to bale out. How do I go about selling my shares or getting out of this without thier full coopoeration?

Our attorney is a good friend of one of the partners (first mistake) so if they decide to be proactive it will help, but I would like to know what I can do if they decide to be total jerks about it.

Thank you very much for your help


Asked on 6/28/07, 11:17 am

3 Answers from Attorneys
David Willig David S. Willig, Chartered

Re: S Corporations - Leaving

You should seek independent counsel before things get more complicated than they are. We have offices in Miami and can assist you with this and other legal matters.

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Answered on 6/28/07, 11:32 am
Scott R. Jay Law Offices of Scott R. Jay

Re: S Corporations - Leaving

NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney's individualized advice for you. By reading the "Response" to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such nformation, nor will it be considered an attorney-client privileged communication. If you do not agree, then stop right here, and do not read any further.

Did you sign a shareholders agreement at the inception of the formation of the business? If so, this instrument will control how shares are to be sold between partners.

If not, it is time to consult an independent attorney who can review whatever documents were drafted and signed and advise you of your rights and responsibilities. Do not wait until the matter heats up further.

Scott R. Jay, Esq.

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Answered on 7/06/07, 2:33 pm
Johm Smith tom's

Re: S Corporations - Leaving

An attorney will need to review your company documents and ask questions before your option can be determined. Get your own attorney because at least one of the partners appears to have their own already. You don't have to tell anyone and you need an attorney for this.

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Answered on 6/28/07, 2:36 pm


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