Legal Question in Business Law in Massachusetts
Dissolving Corporation
I am the president, director, and 33% shareholder of an S corp in MA. I would like to split the assets and dissolve the company. The only other officers are the treasurer and secretary who are the remaining and majority shareholders. They are against dissolving the company. While our Articles of Organization appear to grant the director and president powers overseeing the other officers, including removal of officers from office, I question the weight of their 2/3 shares versus the documented powers of the director and president (the president apparently can on behalf of the corporation vote or take any other action with respect of shares). Is their 2/3 shareholding enough to prevent me from dissolving the company? Or does our Articles of Organization work in my favor?
3 Answers from Attorneys
Re: Dissolving Corporation
The more important question is will the majority shareholders simply vote to remove you from office? Sit down with an attorney and go over the documents that you summarized in your posted question before you take any action tha could come back to bite you.
Re: Dissolving Corporation
The very short answer is that you should bring copies of your organizational documents and corporate records to an attorney for review.
Default provisions by statute will require that the dissolution be brought to the shareholders for approval by 2/3 vote.
While statutory default provisions can be superceded by the articles, there are alot more angles to this than you realize, including, as noted by the other answer, the power of the shareholders to elect new directors, etcetera.
Re: Dissolving Corporation
You need to go see an attorney with all your corporate records. Generally, you need at least 2/3 of the outstanding stock to get a dissolution done.
Please feel free to contact me without obligation.
Related Questions & Answers
Looking for something else?
10,200 active attorneys ready to answer your legal questions today.
Featured Attorneys
Earn additional revenue and grow your business.
