Legal Question in Business Law in Pennsylvania

shareholder forcin sale or dissolution

We have 2 shareholders (50/50). The business is failing. One shareholder(SHH1) wants and needs to get out of the business the other(SHH2) wants to continue but can not run the business without other shareholder(SHH1). How can SHH1 get out of the business? Can he force the dissolution? There is no buy sell agreement. SHH1 has offered to give his interest to SHH2 but SHH2 has refused because he can not run the business on his own. There is no value to the business. There is some debt but much of if not all of the debt would be covered by a sale of the assets. How can SHH1 legally terminate his interest if SHH2 does not agree? The business is a PA ''S'' corp. Please advise.


Asked on 10/07/05, 2:47 pm

1 Answer from Attorneys
Gerald Hershenson Law Office of Gerald M. Hershenson

Re: shareholder forcin sale or dissolution

The issues raised by your multiple questions are too complex for this forum. I suggest you consult with legal counsel. Shareholder's can not be compelled to work for the corporation. However, there are consequences depending upon a evaluation of the full facts surrounding the particular situation. Answers to the issues raised in your questions can not be accurately and fairly answered to your satisfaction unless all the facts are reviewed and evaluated by legal counsel. Gerald Hershenson Esq. 215-579-9390

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Answered on 10/07/05, 2:58 pm


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