Legal Question in Business Law in Massachusetts

Dissolving Corporation
I am the president, director, and 33% shareholder of an S corp in MA. I would like to split the assets and dissolve the company. The only other officers are the treasurer and secretary who are the remaining and majority shareholders. They are against dissolving the company. While our Articles of Organization appear to grant the director and president powers overseeing the other officers, including removal of officers from office, I question the weight of their 2/3 shares versus the documented powers of the director and president (the president apparently can on behalf of the corporation vote or take any other action with respect of shares). Is their 2/3 shareholding enough to prevent me from dissolving the company? Or does our Articles of Organization work in my favor?

Asked on 8/02/07, 10:42 am

3 Answers from Attorneys

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Re: Dissolving Corporation

The more important question is will the majority shareholders simply vote to remove you from office? Sit down with an attorney and go over the documents that you summarized in your posted question before you take any action tha could come back to bite you.

Answered on 8/02/07, 10:56 am

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Herbert Cooper Law Offices of Jameson & Cooper

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Re: Dissolving Corporation

The very short answer is that you should bring copies of your organizational documents and corporate records to an attorney for review.

Default provisions by statute will require that the dissolution be brought to the shareholders for approval by 2/3 vote.

While statutory default provisions can be superceded by the articles, there are alot more angles to this than you realize, including, as noted by the other answer, the power of the shareholders to elect new directors, etcetera.

Answered on 8/02/07, 11:15 am

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