Legal Question in Business Law in Florida

I was gifted, from the majority shareholder (80% ownership), 5% of the total shares of a business incorporated in FL. The stock certificate was handed over without any documents and without me signing any agreements. I left the company at the end of that month, retaining my stock. The majority shareholder is putting cash into the business and stating that I am liable for an equivalent amount as calculated by stock ownership and the amount that he infuses. Am I really liable? What are my options?


Asked on 4/09/10, 7:37 am

2 Answers from Attorneys
Leon Ferraez Ferraez, LLC

What do the by-laws state, or are their any shareholder agreements. Generally, in a corporation, you do not have to match their infusion of cash.

Read more
Answered on 4/14/10, 7:48 am
David Labovitz Labovitz Law Firm, P.A.

You should first request a copy of the shareholder's agreement and read through it. You are looking for a provision related to capital calls. Generally speaking, under most standard shareholder agreement language, if the corporation requires a capital infusion, each shareholder would be required to put in their proportional amount to meet the capital call. For example, if the capital call is for $100, then you would be required to put in $5. If you elect not to contribute, another shareholder could put in the $5 and your 5% interest in the company would be subject to dilution.

Read more
Answered on 4/14/10, 7:50 am


Related Questions & Answers

More Business Law questions and answers in Florida