Legal Question in Business Law in New York

problem partner

We are a corporation of three members. We have not yet begun business as we are awaiting licensure.

Two of us (president and vice president) now realize that the other partner is impossible to work with, and would like to remove this person from the corporation and all it's interests. Is this legally possible? This person's contribution to the business only involves making phone calls seeking information on licensing.There were no financial contributions from this third person. thanks in advance


Asked on 10/20/01, 6:09 am

1 Answer from Attorneys
Norman Nadel Norman Nadel, Esq.

Re: problem partner

Unless you have an agreement that provides for removal of a shareholder you are unable to do so without consent from the third guy.

Holders of 2/3rd of the shares can vote for dissolution and that would wind up the present corporation and then you could form a new one. The new corporation would have to buy the assets from the old (the licenses, name etc.) and the third guy would get one-third of the proceeds.

It's not foolproof but when handled properly it usually works.

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Answered on 11/22/01, 10:52 am


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