Legal Question in Business Law in Massachusetts

Our firm is a Delaware C-Corp that has been incorporated for 8 months. We have no assets, no liabilites (except for an outstanding $14K legal bill to our attorney), no employees, no clients and not a single penny has been paid to anyone. Our Board is comprise of 4 members with equal power and we are in a deadlock.

Two desire to dissolve the corporation and the others not. The non-compete agreement is preventing me from pursuing other interests and I fear that the company is being obligated with additional liabilities that is unknown to half the board. So, what is the most effective method to force a corporate dissolution and what type of additional information could I provide the Court and/or Attorney General to expedite the process?


Asked on 6/23/10, 7:04 am

3 Answers from Attorneys

Leonard Milligan Milligan Coughlin LLC

The quickest and best way to dissolve your c-corp would be set forth in the organizational documents. You can also resign. Given the lack of assets, etc., it doesn't appear that you'd be forfeiting anything. The only remaining issue would be your non-compete, which is hard to reconcile with the 'no employees, no clients..." issue.

Bottom line, the answers to your questions are most likely in the documents. Feel free to contact my office, or any attorney in the field, for a more qualified answer.

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Answered on 6/23/10, 10:46 am

I would have to review your corporate documents and other agreements between you and the company to make a recommendation to you.

The easiest way to deal with matter is for the other two shareholders to buy you and the other person out of the company for a $1 and release you both from the non-compete.

Otherwise, depending on the facts and stock ownership, you can sue for dissolution unless you have enough votes by the shareholders to force a dissolution.

You can contact me in my office to discuss your case without obligation

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Answered on 6/23/10, 11:11 am
Kevin B. Murphy Franchise Foundations, APC

The other attorneys are right on point here. Also a personal consultation is appropriate, given these circumstances. Consult with a good business attorney in your area for specific advice.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney

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Answered on 6/23/10, 4:03 pm


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