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Marcus Parker
Marcus Parker, Attorney
Category: Business Law
Satisfied Customers: 460
Experience:  Experienced in corporations, LLC, partnerships, etc., formation and operation
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I started a S- Corporation with a partner and I now ...

Resolved Question:

I started a S- Corporation with a partner and I now wish to have no part in the company. I am listed as the Sec. on the last registration with the state of Georgia. How can I get out of this business legally?
Submitted: 8 years ago.
Category: Business Law
Expert:  Marcus Parker replied 8 years ago.
You and your "partner" are the board of directors of the corporation? Are there any other directors?
Customer: replied 8 years ago.
Reply to XXXXX XXXXX's Post: There are no other board of directors. We started the company owning 45% each with our spouses as 5% owners. I moved from Georgia and wish to have no ties to this business. Since then my old partner who is listed as CEO has changed my title from CFO as it was orginally to Sec. on the registration. When the company first started my wife was listed as Sec. How to I end ties all together legally?
Expert:  Marcus Parker replied 8 years ago.

It is a bad idea to have a board of directors made up of an even number (2,4,6, etc.) of people, because deadlocks can occur. But in this case, it is unlikely that he legally conviened a directors meeting without telling you; and if he did, it is also unlikely that a quorum was present. Therefore he could not legally change your title.

It appears that he is fraudulently changing the registration with the state. Send a letter to the state agency, copy to your "partner", notifying them that you are resigning as the CFO, that the change in resistration purporting to change your title to secretary was not authorized, and that you henceforth are not connected with the corporation in any way.

I take it that you have no desire to be compensated for your shares.

Customer: replied 8 years ago.
What action should I take if I wanted compensation for my shares?
Expert:  Marcus Parker replied 8 years ago.
You could seek court-ordered involuntary dissolution.
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