Legal Question in Business Law in New York
I am in an S corporation with another individual. I would like to step out but he wants to keep the business active. What do we need to do to make this official so I am officially separated from the corporation and am not liable for any future debts, taxes, etc?
2 Answers from Attorneys
A corporate resolution or any of written agreement should suffice.
You need a share purchase agreement, resolution, and you should have an indemnity agreement. In plain english, a share purchase agreement is a document where either the corporation or an individual agrees to purchase your shares to money or other consideration (assumption of debt). A resolution is a statement by the corporation approving the transaction. An indemnification agreement is an agreement made by either the corporation or the other shareholders to "make you whole" for any lossess you may incur after the transfer of debt.
Mike.
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