Florida | Business Law
Legal Question
Can director remain in a 50/50 deadlock?
I am a 50% owner (owner A) in a two-owner Florida corp. Owner B also owns 50%. Last year we both served as directors.
During our most recent annual meeting on Dec 27, B turned in a form to resign his directorship.
During the meeting B wanted me to stay as the sole director, but I was undecided. Thus, we verbally agreed that I would remain as the sole director until we decided to do otherwise.
At this point, I have decided that I want to be the sole director.
The only problem is that even though we both signed the ''Waiver of Notice and Minutes of Annual Meeting of Directors'' form, we left the section ''Election of officers for the current year'' blank. Right now I have a copy of this form. B has the original version.
Since B resigned as a director, does she have any say in the appointment of the officers? (since the section was left blank as explained above) or do I?
Am I the director by default for the upcoming yr and thus in complete control? I just want to make sure that there is no possibility for a deadlock this yr. Can you please comment?
Also, if at the next annual meeting there is a 50/50 split in votes for me as a director, will I stay as director or can B file for dissolution since there is a deadlock?
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Read More Answered By: James Woodruff |
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