Legal Question in Business Law in Texas

Ending an ''S'' Corporation ORsplitting up a 50/50 corporation

My business partner has demanded that we split our 50/50 ''S'' Corporation after 10 years. He will keep our original office, and I will assume the debt and assets of the second office (an existing business that we aquired 2 years aogo. I would just as soon walk away from the whole mess and start over by myself. WHAT are my options given the circumstances?? I feel that there is equity in the business we started together and built over 10 years, and that if he wants me out, he should have to buy me out - and I would go somewhere else and start over. WHAT ARE MY OPTIONS???


Asked on 2/14/04, 9:34 pm

2 Answers from Attorneys

David Leon David L. Leon, P.C.

Re: Ending an ''S'' Corporation ORsplitting up a 50/50 corporation

You don't necessarily have to take the deal offered you, if you don't want it. I do recommend your trying to negotiate something you can both live with and having your counsel paper it accordingly. If you can't work something out, then you have several options, though they may be more costly. Depending on what's going on, you can force a liquidation, or possibly have a receiver or trustee appointed. Alternatively, you can seek redress through the court system.

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Answered on 2/14/04, 10:02 pm
Peter Bradie Bradie, Bradie & Bradie

Re: Ending an ''S'' Corporation ORsplitting up a 50/50 corporation

There are no easy answers to this one, since there are actually three persons involved; you, your other shareholder, and the corporation itself. Assuming that there are only two directors, you and your compadre, you can deadlock the corporation and force a dissolution or a receivership. Or he can buy you out, or vice versa.

It's best to see what can be negotiated so both of you come as close to a win-win situation as you can. Anything else starts to get expensive.

You might give serious consideration to hiring a mediator and mediating the problem. That probably has about an 80% chance of reaching a successful conclusion for both of you.

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Answered on 2/15/04, 4:56 pm


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