Legal Question in Business Law in New York

S-Corp Question

If anyone could help it would be much appreciated:

I own 1/3 of an S-Corp that I started with my friend and my step-father. I wish to buy my friends shares and he has agreed to sell. What legal formalities must I undergo in order to be in complaince with New York State and so that the transaction is recognized by all the requisite authorities. Please email responses to [email protected]

Thanks,

Eric


Asked on 8/29/06, 3:08 pm

1 Answer from Attorneys

David Simon Hogan & Rossi

Re: S-Corp Question

It sounds like this is a very small informal business. Most businesses like yours have shareholder agreements that have restrictions on the ability of any 1 shareholder to sell his stock. In fact, you may have to give your stepfather an equal opportunity to purchase an equivalent number of shares. Make sure you check the records of the corporation to see if there is any such restriction. Sometimes the corporation itself will enjoy a right of first refusal to buy the shares. If you have a stock certificate, many times they are endorsed on the back if they are subject to restrictions on transferability. You may be required to send notices to the corporation and the other shareholders. If a lawyer set up the corporation, you should see him or her and find out exactly what was done. Then see a lawyer with all the specific details so you can get the best possible advice.

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Answered on 8/29/06, 3:22 pm


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