Legal Question in Business Law in Washington

S Corp Dissolution

My friend and I formed a 50/50 S Corp. by ourselves and he wants nothing to do with it anymore. He wants to sign over his stock in the business and give up his Office held. What form do we fill out to accomplish this?


Asked on 5/22/09, 5:31 pm

1 Answer from Attorneys

Susan Beecher Susan L. Beecher, Atty at Law

Re: S Corp Dissolution

I'm assuming that what you want isn't actually a dissolution. That would mean that you dissolve the entity, and it sounds like you are actually just buying the other owner out (even if just for a token sum).

Before I could point you in a particular direction, I have quite a few questions. Is he showing as the registered agent? Did you list him as a director or an officer in the initial annual report? Is there a stockholder's agreement? Are you buying him out or is he just walking away? Have you agreed that he's free to go into competition with you if he likes? Is there an understanding regarding the customer list?

If this is a very small company, and the other owner just wants to walk away or be bought out, it is not likely that you need to throw a whole lot of money at this. However, I would encourage you to have an attorney put together the paperwork for you, especially if you want to be sure that the other owner cannot come back and claim an interest later, and especially if the other owner wants to be sure that he is completely released from his connections with the company.

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Answered on 5/22/09, 5:53 pm


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