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Corporate Bylaws and initial board of directors resolution
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Question: I started an s florida corporation last November. I was the only shareholder at that time. I brought in a partner 6 months later with a 50/50 shareholders agreement. My new partner's attorney drew up a separate partnership agreement which was based upon Illinois law since my partner lived in Chicago. My partner has been recklass in his decisions and has obligated the company to alot of debt. I now want to dissolve the corporation and he will not sign off. How do I proceed.

Response: To my knowledge, your only option to dissolve the corporation under the facts described above is to seek judicial dissolution under the theory of management deadlock. See Florida Corporate Code § 607.1430(2). That means retaining a lawyer to file suit on your behalf. The lawyer further needs to review the "partnership agreement" you refer to. This document might contain a buy-sell agreement or other provisions effecting a potential lawsuit for dissolution.

Submitted: 11/06/2007; Laura , yes
Response: 11/07/2007; JJR


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