 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
   |
|||||||||
|
|
Ask a Lawyer -- Corporations
|
|||||||
|
Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
|
Question: I incorporated my business on 8/13/04. I am still in the process of setting the business up. Initially it was incorporated with myself and one other person (50/50). The other party has left the business. Are there specifics forms that I should complete and have both of us sign??? I am incorporated in Maryland as a not closed, non-stock subchapter S corp. Response: First, I'm confused by your question. Nonstock corporations are generally not for profit or civic organizations. Your question indicates a "business". My assumption from the question is that you have filed articles of incorporation with the State of Maryland and your corporation's charter has been issued. From the statement "I am still in the process of setting the business up", I assume that all the formalities of corporate formation are not complete: i.e., board resolution appointing corporation officers, etc. Maryland requires that initial directors be named in the articles of incorporation, therefore, I assume that both you and your partner were named as initial directors. My suggestion for the first step would be to get a letter from your partner stating that he or she hereby withdraws as director (and officer if the partner has been named as such). You would also want the letter to say that the partner is surrendering any ownership interest he or she may have in the corporation. Assuming your partner will agree to this, then your problem is procedurally rather small. If your partner was an officer, you issue a new board of director's resolution as sole director naming a new individual to serve in the office formerly occupied by your partner. As far as the State of Maryland is concerned, in the next annual report filed with the Secretary of State's office, indicate the new directors and officers (which shall remove all listing of your former partner). What if your partner will not sign a document withdrawing as an officer and director of the corporation? It gets messy to correct the problem if you find yourself in this position and the assistance of a corporate attorney is recommended. As the structure of your corporation based upon the facts stated in the question are not clear to me, I'll not comment further. However, if the corporation has not been funded with assets, you may want to consider just abandoning the exist corporation and filing articles of incorporation for a new corporation with yourself as the sole shareholder and director. Submitted: 11-12-2004; Andrea, Maryland Response: 11-12-2004; JJR Add A Comment |
Ask a Lawyer, Corporations Archives
DISCLAIMER The above is provided for informational purposes only and is NOT to be relied upon as professional advice. The information presented on this site comes without any warranty of correctness and, therefore, should not be relied upon. This service is not a substitute for the advice of a professional. No attorney client relationship is created through use of this site.
Home | Site Map | Library | Ask Atty | Privacy
Plastic Surgery | Divorce Lawyers | Legal Forms
MedLawPlus.com, Inc.
St. Louis, MO
Copyright 1999 - 2009 / Patent Pending
