Legal Question in Business Law in Washington
I am a principal in a new C-corp, and have 60% ownership. Do I have the voting majority for all items, simply because I am the majority shareholder? I am one of 2 board members.
From our articles:
"Unless these Articles of Incorporation provide for a greater voting requirement for any voting group of shareholders, any action which would otherwise require the approval of two-thirds (2/3) of all the votes entitled to be cast, including without limitation the amendment of these Articles of Incorporation, the approval of a plan of merger or share exchange, the sale, lease, exchange or other disposition of all, or substantially all of the Corporation�s property otherwise than in the usual and regular course of business, and the dissolution of the Corporation, shall be authorized if approved by each voting group entitled to vote thereon by a simple majority of all the votes entitled to be cast by that voting group."
2 Answers from Attorneys
A cautious lawyer would want to read your corporate Bylaws and AI, and I have not so I cannot be sure, but if there is only one class of voting stock authorized and issued, your 60% would appear to govern over all actions. "Unless these Articles of Incorporation provide for a greater voting requirement .... any action ....shall be authorized if approved by each voting group entitled to vote thereon by a simple majority of all the votes entitled to be cast by that voting group."
As a Franchise Attorney I agree with the other attorney answer. If you control the only class of voting stock, then you essentially control everything, except the events listed in the Articles that require approval of two-thirds. The corporate Bylaws and any other documents (like shareholder agreements) should also be reviewed. Consult with a good business or franchise attorney in your area for specific advice.
Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.
Franchise Foundations, a Professional Corporation
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