Legal Question in Business Law in Pennsylvania

Re: S corp with non contributing partner

Did an attorney assist you in establishing the S corp?

I ask because S-corp's typically do not have partners.

Has anyone reviewed your by-laws with you.

Services at a reasonable fee.

Please let me know if we can assist you.

Good luck to you.

Re: S corp with non contributing partner

Yes, you do. Dissolve the company under statutory proceedings. Generally, this is how it works first you will pay off the outside creditors, then the inside creditors (partners who loaned money to the business) and then you will distribute the left over assets. Without a partnership agreement a court could decide to distribute the assets evenly or may look at evidence that would show that the assets should be distributed in a different manner. I suggest that you seek legal counsel. I would be happy to speak with you.

Re: S corp with non contributing partner

You asked about removing a participant in an S Corp.

This step must be done carefully. It must treat all parties fairly (given the circumstances) and must accord with the highest standards of the applicable laws both where the company is incorporated and possibly where the company is headquartered. There are numerous landmines for the unwary and you must tread carefully to avoid the litigation that may ensue.

An entire body of law has grown up around corporate governance and you must act in accordance with the standards that have developed. Any attorney you hire for this matter must know corporate governance as well associated areas such as contracts and employment law.

I have significant experience in corporate governance issues and would be glad to help you resolve this situation. I also am well experienced in contracts, employment law and other areas of corporate compliance. Contact me at your earliest convenience.

Regards,

Roger