Legal Question in Business Law in New York

dissolution of a company

if the partner who holds 40 shares of the company files the dissolution without the consent of the partner who holds the other 60 percent of the shares of the company, can a dissolution still be filed and still be in full force and effect


Asked on 5/31/07, 10:30 am

2 Answers from Attorneys
Walter LeVine Walter D. LeVine, Esq.

Re: dissolution of a company

While the State may process the form, there is an exposure to the minority shareholoder if this action is not undertaken unanimously. You may have bought yourself some large, potential litigation, from the majority shareholder.

Read more
Answered on 5/31/07, 11:18 am
Christopher Hoyt The Law Offices of Christopher W. Hoyt

Re: dissolution of a company

It depends on what the certificate of corporation and/or the by-laws say about dissolution. If both documents are mute on the point then the statutes in which the corporation was formed in will control. Some states have statutes that allow you to withdraw a dissolution within so many days of it being filed. The majority shareholder may also have a right to revoke the dissolution depending on the state of incorporation. If this is a situation where it looks like there is going to be a dispute between the majority and minority shareholder it would be best to retain a qualified corporate attorney right away before things get out of hand. Please feel free to contact my office if we can be of any assistance in this matter.

Read more
Answered on 5/31/07, 2:51 pm


Related Questions & Answers

More Business Law questions and answers in New York