Legal Question in Business Law in Maine
Incorporation question
I am currently a 50% owner in an incorporated small business. I would like to buy out my other 50% owner. Where do I begin? Is it advisable to contact the lawyer that handles our incorporation matters, or would it be a conflict of interest? Also, can buying her out be accomplished without dissolving the entire incorporation/company?
1 Answer from Attorneys
Re: Incorporation question
As a 50% owner of a small incorporated business, you should still be on an informal basis with your co-owner. You should be able to discuss your goals and methods of achieving them informally. ie- can you agree on a price without hiring an appraiser? will your co-owner give you "owner financing" over time or is it a cash price? will you require the co-owner to sign a non-compete agreement?, etc. The Bylaws that currently exist should have some provision for stock transfer between owners to help guide you. There is no need for a dissolution, just a transfer of the stock shares. Once you have an agreement in principle, you should contact a lawyer to get it done. You should not contact the present lawyer/Clerk since it is a direct conflict for the Clerk to be involved in issues between the co-owners.
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