Legal Question in Business Law in Massachusetts
Termination of equal share holder of a S Corp Three officers involved
Can two shareholders terminate the other shareholder without compensation? We all own equal shares and how is the equipment and assets divided. We have accounts receivables still due, and we still have contracts still to complete and accounts payables due, and our trucks are half paid for.
3 Answers from Attorneys
Re: Termination of equal share holder of a S Corp Three officers involved
Also you cannot be removed from your position as officer of the corporation without a vote; the vote requires a meeting, proper notice (or waiver of notice in writing) of the meeting, etc.
But that's just a technicality and easily overcome. The real issue is that your "equity" (your ownership of your stock) cannot be taken away from you without either a) a procedure that compensates you which was previously agreed upon or is on the restricted stock legend -- read your stock certificates, especially the back side, or else b) compensation to which you agree or a court orders.
If you didn't already agree to something about this, and there's no restrictive stock legend, then nothing says you have to agree to any price that you don't like.
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Re: Termination of equal share holder of a S Corp Three officers involved
Simplified somewhat, two thirds owners can usually cause a one-third owner's job to be terminated, but they can't take away his ownership interest without proper compensation.
Give me a call if this issue is still live, say, Friday at 10 AM.
(617) 527-0050.
Good luck.
Re: Termination of equal share holder of a S Corp Three officers involved
In general I agree with attorney Williams.
I would need to read your corporation's documents
such as the Articles of Organization, the Corporate Bylaws,
any Stockholder or Employment Agreements, and the Stock Certificates.
If you would like to discuss this matter further, feel fre to call (978) 465-5158