Legal Question in Business Law in Florida

I opened a corporation for auto sales in May 2009, after many dissagreements about financial obligations with the partner due to her not having funds to support expenses, I have served her with a Shareholders meeting to try and dissolve the corp, do I need her permission anyway since we never got to dividing any shares for corp there are 2 of us only, President, Secretary, please advise


Asked on 9/04/09, 6:53 pm

2 Answers from Attorneys
Alan Wagner Wagner, McLaughlin & Whittemore P.A.

Issues the share and have a meeting. Dssolve the corporation or get her to relinquish the shares. You can always form a new corporation.

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Answered on 9/06/09, 6:59 pm
Sarah Grosse Sarah Grosse, Esquire

The majority shareholders and/or board of directors have a vote. It would be easiest if you could vote her out of her position first (with a majority vote), then do whatever you want. Who owns 51% of shares?

With a 2 person corp, you still have to follow the rules. It's not a partnership, even if it operates that way.

I suggest you look at the corporation bylaws to know the process for constructively "evicting" a board member. There are likely processes contained in that document which tell you how and what to do. Read the bylaws, understand them, or hire an attorney who does understand.

Best of luck. Email me if I can help.

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Answered on 9/08/09, 10:18 am


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