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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 a partner in a s corporation (retail wireless sales several stores) my partner who is also my cousin died 2 months ago. his estate is in probate (parents executors) but his brother is visiting our stores and trying to run my company. what rights do i have to remove him? Response: You have every right to tell the brother to leave the stores. I can't conceive of a ground under which the brother of a deceased shareholder of an S corporation could claim the right to participate in the management of an S corporation. Most LLCs are managed by the members who are the owners of the LLC. A corporation works differently. It is always managed by its officers who may or may not be shareholders. Although ownership of shares transfers at death to the shareholder's probate estate, any office held by the deceased (such as president, vice-president) terminates at death. The same rule applies for the position of director. The executor of the deceased shareholder's estate does not automatically become a board member of the corporation. A vacancy on the board (assuming the decedent was a member of the board) is created by his death and said vacancy is filled as provided for in the bylaws of the corporation. Submitted: 11/06/2008; karen, pa Response: 11/09/2008; JJR Add A Comment |
Ask a Lawyer, Corporations Archives
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