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Thomas McJD
Thomas McJD, Attorney
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IM THE ONLY REGISTERED STOCK HOLDER IN A PRIVATE MISSOURI CORPORATION

Resolved Question:

IM THE ONLY REGISTERED STOCK HOLDER IN A PRIVATE MISSOURI CORPORATION WHICH IS REGISTERED WITH THE STATE OF MISSOURI AND I HAVE TWO PARTNERS WHO HAVE HAD 16 YEARS TO PURCHASE THEIR STOCK FROM THE COMPANY AND AT THIS TIME THIS HAS NOT BEEN DONE. YESTERDAY THE TWO OF THEM VOTED ME OUT AS PRESIDENT OF THE COMPANY AND ARE NOW MAKING RADICAL CHANGES IN THE COMPANYY....WHAT ARE MY RIGHTS?
Submitted: 3 years ago.
Category: Business Law
Expert:  Thomas McJD replied 3 years ago.

Hello, I will be happy to assist you. After receiving your answer, and unless you have need for clarification, your accept (by clicking the green "accept" button) would be appreciated. Although you have made a deposit, I cannot receive credit for my work without your accept.

 

 

If they do not own stock in the corporation and are not directors of the company (on the board of directors) then they cannot remove an officer of the company.

 

Moreover, in a small corporation, such as yours, you have the expectation of continued employment and involvement in the business of the corporation and you cannot be forced out by a majority of other owners (even if they owned a majority of stock).

 

You do need to speak with local counsel as soon as possible to put a stop to their apparently unauthorized actions.

 

 

I believe I have answered your question. As noted above, please let me know if you need clarification, and if not your accept would be appreciated. If you are a monthly subscriber, you must still click the "accept" button for me to receive credit for my work, but you will not be charged an additional fee.

 

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Thomas McJD, Attorney
Category: Business Law
Satisfied Customers: 6515
Experience: Experienced in Corps, LLCs, Partnership, etc.
Thomas McJD and 9 other Business Law Specialists are ready to help you
Customer: replied 3 years ago.
to TMcJD....in 1995 in already owned 1/3 of the company stock and I invited two key employee's small interest in the company. We secured a load with SBA for $400,000.00 to payout my two ex partners who wanted to retire. Of the $400,000.00 loan SBA said it wouldn't make the load without me involved. The two new partners where to repay the corporation for their amounts. One was $200,000. & the other $100,000. and I was took the balance of $100,000.. They were to repay the corporation for their stock which never occured. In the mean time we setup a board of directors with each of us having one vote. Their pay scale was 20% less than mine. One of these partners is my son in law and this is the current problem. He made a motion for a vote to elect a new President and I was voted out by his vote. They each had one share of the company issued in their names upon the corporation buying out my ex two partners in 1995. To date neigher of these two people have repaid the corporation one red cent but have shared in the dividends over the years. I'm at a loss of what I can do or how to go about doing anything? I have contacted a local attorney but havn't been able to speak with him at this time. My son in law has called for another Board of Directors meeting at 9am on Wednesday and I have no idea what his reason is. Being the only listed share holder listed thru the Secretary of State here in Missouri should give me rights in trying to over turn or combat this power movement shouldn't it?
Expert:  Thomas McJD replied 3 years ago.

Being the only record shareholder does make a difference. If they don't actually own any stock, they cannot make votes to make significant changes to the corporation.

 

You do, however, still need to sit down with a local attorney to discuss the matter. Until an attorney can review all the corporate documents in light of the facts of the situation, it will be impossible to know exactly how to proceed. Just keep heart that you are protected and do have options.

 

 

Thomas McJD, Attorney
Category: Business Law
Satisfied Customers: 6515
Experience: Experienced in Corps, LLCs, Partnership, etc.
Thomas McJD and 9 other Business Law Specialists are ready to help you

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Thomas McJD
Thomas McJD
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Experienced in Corps, LLCs, Partnership, etc.