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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: I am 50% shareholder in a corporation. My partner does business in a matter that I am not ok with. I have poured money and nothing in return. We disagree on just about everything. I am trying to find how or if I can dissolve of my part in this corporation if he does not agree to let me out? Response: "Dissolve my part in this corporation". I'm not sure what that means. In a dissolution, the entire corporation ceases operations, the business wound up, the assets liquidated, the creditors paid, and remainder (if any) goes to the shareholders. Can a fifty percent shareholder, of his own accord without agreement of the other 50% shareholder, cause a Texas corporation to dissolve? Not to my knowledge unless there is a shareholder agreement or provision in the articles of incorporation that grant such a power. What are your options? Very limited based upon the facts given. I did a quick review of the Texas Business Organizations Code and Texas Corporation Act. Neither appears to allow for a shareholder to sue for involuntary dissolution of the corporation based on management deadlock absent a shareholder agreement containing such a remedy. Thus, the primary option coming to mind is walking away from the corporation with the hope that refusing to further fund or perform services for the corporation gives you leverage to extract concessions from the other shareholder. That's a drastic measure and one to be undertaken with the advice of an attorney thoroughly familiar with your situation. Submitted: 12/13/2007; Kristi, Texas Response: 12/14/2007; JJR Add A Comment |
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