Legal Question in Business Law in California

A group of us (around 15 shareholders) formed a company under C Corporation. All the shareholders put in money to purchase a land under the company�s name 10 years ago. During these 10 years, majority of the shareholders have made the payment for the mortgage; however, there were a few shareholders who haven�t make payments for a few years for their shares of land, and are now unreachable. Now the active shareholders paid off the land, and the company is ready to sell the land. I want to know the following:

1. What is the legality of those shareholders who have not make payments and are now unreachable?

2. What are the legal steps that the company should proceed to reach out to those shareholders who have not make payments as to not cause issues during the sale of the land?

3. How should the company proceed to sell the land and close the company if we cannot reach a shareholder?


Asked on 4/04/16, 11:21 pm

2 Answers from Attorneys

This level of legal question is not suitable for a free internet Q&A forum, particularly since the answer will not be protected by the attorney client privilege and will be searchable and accessible to the public on the internet. Please contact an attorney in your area directly.

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Answered on 4/05/16, 7:57 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I would imagine that an attorney providing initial consultation will want to know a good deal about how the company was initially organized and then managed over the years. Did it prepare, adopt and follow bylaws? Has it held regular annual meetings at which minutes were kept? Have officers and directors been elected at properly-noticed meetings? Is there a shareholder register showing all shareholders' purchases and holdings? Also, has the corporation made the purchase payments for the land it acquired, or have individual stockholders made the payments from personal cash? Is the corporation current on its tax returns and payments? Have books been kept regularly and properly? And on and on.......... It is a lot easier to form a corporation than to run it properly.

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Answered on 4/06/16, 6:29 pm


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