Legal Question in Business Law in Illinois

Corporation partner secretly gave himself more shares.

I recently formed a Corporation with a couple of friends for a business that I have been putting a lot of work into.

Recently I was informed that the partner who took care of the corporation setup gave himself 51% of the company shares and didnít tell us other partners.

Is there a way I can get a copy of the corporation documents through the state to verify this?

What courses of action do I have if the partner doesnt want to change the share percentage?

Could a document be drawn up that states we all get equal amounts of profits and assets? Or do the shares override this?

Just trying to think of ways to solve this without ruining the business and friendship.

Thanks.


Asked on 11/13/06, 12:57 am

1 Answer from Attorneys

Jonas Grant Law Office of Jonas M. Grant, A.P.C.

Re: Corporation partner secretly gave himself more shares.

A very limited amount of information (and, unfortunately, not the information you are really looking for) about an Illinois corporation will be available here: http://cdsprod.ilsos.net/corp.html

Most corporate documents are not filed with the Secretary of State, but as a shareholder, you should be able to obtain a copy, e.g., Bylaws.

Your best bet is to retain a business lawyer to assist you in resolving the mess. I would doubt, however, that this can be resolved without ruining the friendship. Having the corporation formed properly by an attorney in the first place likely would have avoided most if not all of these problems - obviously not a helpful comment to you at this point, but others may read this, as well.

I am based in California but also licensed in Illinois, if you are interested in retaining my services to resolve this situation. Best of luck.

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Answered on 11/16/06, 8:39 pm


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