Legal Question in Technology Law in Florida

i started a corporation (c-corp) in nevada in 2008. we have three partners. as of late, we had major disagreement with the "third partner" who holds 35% of the shares, while the other partner and i hold the remaining 65%. this company is still fairly young, and most investments came from my family. i am chairman on the board of directors, if that is relevant� i don't know.

is there anyway i can remove the "third partner", and cause him/her to forfeit his/her shares? i am basically looking for a refresh in my company, yet, i would like to remain in the same entity. is this possible?

this is a technology oriented company. i have no issue with relinquishing all of the "third partner's"

intellectual property.

thanks,

g


Asked on 1/30/10, 10:56 pm

2 Answers from Attorneys
Ronald Cappuccio Ronald J. Cappuccio, J.D., LL.M.(Tax)

First, you need immediate legal help! You canot just remove a shareholder. Hopefully, your Corporation was set-up right and you have a Shareholder's Agreement as well as proper By Laws and Corporate Resolutions. That will guide the proceedure for buying-out shareholders.

It is very odd to me that you are a "C" corporation rather than an "S" corporation or LLC which would be a pass-through entity, particularly technology companies.

I hope this helps!

Ron Cappuccio

856 665-2121

httrp://www.TaxEsq.com

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Answered on 2/05/10, 7:04 am
Scott Behren Behren Law Firm

Do you have a Shareholder Agreement? There might be a way through seeking additional capital calls, etc to dilute the stock....Feel free to call me if you wish to discuss further, I am a lawyer in Florida who has handled these types of closely held corporation disputes.

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Answered on 2/08/10, 10:17 am


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