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Ask a Lawyer -- Corporations
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Brought to you by MedLawPlus.com®-- Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial) |
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Question: My wife and I are each 16.5% share holders in a FL S corp. We are also both members of the board of directors, of which, she is the corporate secretary/treasurer. There are two other shareholders, one of which is a 33% holder and the other a 34% holder(this one is also president). They are each also board memebers. Considering the fact that my wife and I comprise a minority ownership, is there any way for us to initiate disolution the corporation based on the fact that both of our partners have ceased to make agreed upon financial contributions that are necessary for continued operation of the business? Response: I do not think you and your wife, as minority shareholders and a minority of the board of directors, can cause a Florida Corporation to voluntarily dissolve. See Florida Corporate Code Section 607.1402. "Agreed upon financial contributions". If the shareholders of your corporation have an agreement setting forth the capital contributions of each shareholder to be made to the corporation, then you might have a cause of action for breach of contract. I'd take the matter to a local corporate attorney for an opinion. Submitted: 08/12/2007; Scot, FL Response: 08/14/2007; JJR Add A Comment |
Ask a Lawyer, Corporations Archives
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