Legal Question in Business Law in Georgia
corporate dissolution in georgia
If i'm 50/50 stockholder and there are no profits in the corporation can I file for dissolution even with current debt? If not, what steps should I take to dissolve the corporation? What if the profits haven't been shared evenly according to the shares of stock?
2 Answers from Attorneys
Re: corporate dissolution in georgia
You may be able to seek dissolution, but whether it is a good idea, bad idea, or a fairly meaningless task, is a different issue. You don't state what the directors of the corporation want to do, or what any shareholder agreements or other documents may provide as far as disputes (a necessity for 50/50 shareholders that obviously may be deadlocked). As far as profits (though you say there were none), you don't indicate the basis for your assumption that they should have been distributed at all. These are but a few of the many important issues. The steps you may need to take are beyond the purpose of this board. See a business lawyer.
Re: corporate dissolution in georgia
On the question of "sharing profits" -- as a general matter, shareholders own a portion of the company�s assets, not profits. A shareholder does not generally have a right to claim a portion of company's profits until the company pays a dividend.
How the debts of the company should be handled on dissolution can be a complex matter that depends on the nature and the terms of the debt, the availability of company assets, personal guarantees (if any), lien holders and other issues. You should seek the advice of qualified counsel in your area.
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