Legal Question in Business Law in Florida

Honduras company

We had three people on the borad of directers i was the president my son was vice president and my partner was sec,treasure. We all held 37 shares. He went to hunduras two weeks ago called a borard of directors meeting without notice to me and my son told me after the fact he ran a notice in the local paper for one week .He then fired myself and my son and then gave himself 1000 shares to take controll of our bussiness is this legel ?


Asked on 7/11/07, 10:47 am

4 Answers from Attorneys

David Willig David S. Willig, Chartered

Re: Honduras company

If it is a Honduras company, you must first look to the law of Honduras to examine the legality of the corporate action taken. You may also wisth to consider whether any claims may be viable in Florida. Our firm has nearly 20 years of experience working around the world, including South and Central America. If you would like to seek counsel on this matter, we are well-placed to assist you.

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Answered on 7/11/07, 11:19 am
Johm Smith tom's

Re: Honduras company

You would have a civil claim against him in the US if you can get a court personal jurisdiction over him. Otherwise, you have to look to Honduran business entity law. I'll tell you right now that you should have set up a US company to hold the foreign company. I am admitted in FL, LA, NY and TX and can associate an attorney in Honduras to join my NanceGroup association of law firms, and I speak Spanish; so together we can handle the legal work on this.

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Answered on 7/11/07, 12:17 pm
Alexander M. Rosenfeld Rosenfeld & Stein, P.A.

Re: Honduras company

Without knowing Hondouran law, my guess is that what was done, particularly regarding the shares, is not legal.

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Answered on 7/11/07, 4:11 pm
Scott R. Jay Law Offices of Scott R. Jay

Re: Honduras company

NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney's individualized advice for you. By reading the "Response" to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. If you do not agree, then stop right here, and do not read any further.

If this corporation was set up under Honduran law, the laws of Honduras would control and not that of Florida. As a casual observation, however, it would seem that the partner only had 37 votes and thus did not have a quorom in which to conduct business. Neither did he have a majority of the shareholders.

You will need to retain counsel to work with you on this matter. Good luck.

Scott R. Jay, Esq.

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Answered on 7/11/07, 6:39 pm


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