Legal Question in Business Law in Arkansas

want to keep business name, dont want lawsuit!!!!!

i incorporated in the state of arkansas in feb. 98. i incurred all expenses of incorporation, p.o.boxes, building rent, phones, faxes, everything. i had a husband wife team that my wife and i knew, we felt very comfortable letting them get involved.

when i submitted my papers of incorporation their names were on the documents as treasurers and v.p. again, they have yet to offer up any money for the expenses.

anyway, a few weeks go by and during this time we had a few jobs, i allowed my partners to do a few jobs for which they were paid. then one night they call and tell me that now is not the right time for them, they really want to work on their marriage. i was disappointed, but, understood.

now 10 months later, my business is doing fairly well, i have no partners. however, their names are still on the incorporation papers. combined they own less than 50%, but really no stock was ever issued.

my concern is this, what do i need to do to protect my business, keep the name and get them off of the incorporation papers. i am afraid they may come back at some point and say they are part owners.

--name removed--


Asked on 12/13/98, 11:17 pm

1 Answer from Attorneys

Gerald Hershenson Law Office of Gerald M. Hershenson

Re: Business Ownership

I suggest you have an attorney review your paperwork. The ownership of a corporation is in the stock not who the officers are or were. If stock was never issued to these other people you should make sure that you are the only shareholders. It will not be necessary to remove them from the incorporation papers. Stockholders elect the board of directors who elect the officers. Officers change as the board of directors change. Please consult a local attorney to review your books and records.

Gerald Hershenson

Law Office of Gerald M. Hershenson

506 Corporate Drive West


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Answered on 1/23/99, 11:40 pm


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