Legal Question in Business Law in Illinois

S Corporation Shareholder Rights

Can the majority shareholders (3 shareholders combined 52.5%) decrease or eliminate the shares/ownership of the minority shareholders (2 shareholders combined 47.5%) ?


Asked on 1/06/02, 8:24 pm

1 Answer from Attorneys

Lawrence A. Stein Aronberg Goldgehn Davis & Garmisa, LLC

Re: S Corporation Shareholder Rights

Probably not without the consent of the minority shareholders or litigation, though you should meet with an attorney to see if there is a creative way to do so. Generally, shareholders need a supermajority of well in excess of 50% to accomplish what you describe. I reccomend, however, that you take all your corporate papers, including your articles of incorporation, any amendments, the by-laws, and any shareholders' agreement to an attorney to review. If the split between the majority and the minority shareholders is seriously impeding the corporation's ability to carry on its business, you may have grounds to ask a court to "dissolve" the corporation, freeing you from the minority shareholders, and allowing you to continue on in business without them. Please feel free to call me. Larry Stein, (630) 221-1755.

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Answered on 1/07/02, 7:23 am


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