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Ask FLCORPLAWYER Your Own Question
Category: Business Law
Satisfied Customers: 4633
Experience:  23 Years business & securities law, NY and FL bars. SEC all states.
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I entered into a stockholder agreement several years ago.

Resolved Question:

I entered into a "stockholder agreement" several years ago. I was the sole partner in an LLC. The LLC. was Kirkey Products Group, LLC. based in Florida. It was dissolved in 2009 for lack of filing an annual report, essentially due to the assets of the company being transferred to a new company and the LLC essentially ceased to exist. My queston is; The "stockholder agreement" was with the LLC (my company)......does the agreement transfer to me (as the sole partner in the dissoved LLC) or did the agreement evaporate when the LLC dissolved?

I have attached the first page of the agreement for your review......following;


THIS STOCKHOLDER AGREEMENT ("Agreement") is made as of the 21st day of July, 2008 by and among eZra Ventures, LLC, a Delaware liability company with its principal offices at 409 'Calle San Pablo, Suite 110, Camarillo, California 93012 ("eZra"), Kirkey Products Group, LLC, a Florida limited liability company with its principal offices atXXXXX Suite 200, Longwood, Florida 32750 ("KPG LLC"), and KPG Solutions, Inc., a Delaware corporation with its principal offices atXXXXX Suite 200, Longwood, Florida 32750 (the "Company"). eZra, KPG LLC and the Company are sometimes referred to individually herein as a "fm1Y' and collectively as the "Parties".


WHEREAS, the Company was incorporated as a Delaware corporation on July 1, 2008 upon the filing of the Certificate of Incorporation (as hereinafter defined);

WHEREAS, KPG LLC owns and operates a software, hardware and consulting solutions business for the agribusiness industry (the "Business"); and

WHEREAS, pursuant to a capital contribution agreement dated the date hereof among eZra, the Company, KPG LLC, and Stanley J. Ruggiero, the sole owner and President of KPG LLC ("Ruggiero"), on and as of the date hereof, KPG LLC is contributing the Business to the Company (the "Capital Contribution Agreement"), in exchange for shares of the capital stock of the Company; and

WHEREAS, pursuant to the terms of this Agreement eZra, a newly formed Delaware limited liability company, is making the capital contribution provided for herein in exchange for shares of the capital stock of the Company; and

WHEREAS, the Parties desire to set forth the terms of the governance of the business and affairs of the Company and restrictions on the transfer of its capital stock;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
Submitted: 5 years ago.
Category: Business Law
Expert:  FLCORPLAWYER replied 5 years ago.


It's really the worst of both worlds. Since the LLC was dissolved administratively for failure to file, the other members of the shareholder agreement could sue you personally to enforce it since you did not keep up the corporate formalities to protect yourself from liability. On the other hand, your LLC cannot enforce it because it is dissolved, and you cannot enforce it because you are not a party to the agreement.


I'm not sure I understand. They can sue me but can they withhold the stocks or the payout that in the agreement? (pages you did not get).


I'm saying that since your LLC is the signatory to the agreement, and since it is dissolved, it cannot enforce the agreement against them. Something that has, as you put it, "ceased to exist" cannot be a plaintiff in a court of law in Florida. So if we are talking about real money here, you are going to want to sit with a corporate lawyer or a good litigator and try to (1) reinstate the LLC, or (2) somehow sue them as the successor in interest, but I think that is a long shot.


If I reinstate the LLC do things look better? The LLC can be reinstated. I checked.


Yes then at least it has standing to sue them if they refuse to pay. Then all you have to overcome is any argument that they might make that the LLC did not perform under the agreement.

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