The person that owns 50% of the stock in the corp has the right to buy the trust owned 50% of the corp stock at any time during 3 years and if he does not the trust is to vote all its shares for dissolution of the corp and it would be a done deal , yes I would receive part of the funds from the sell and I have no role in management.
My question is can one force sell without majority stock interest?
Normally, you cannot force a dissolution with 50% ownership unless there is a deadlock on some major issue usually which has the effect of paralyzing the corporation. That is when court ordered dissolution comes into play. In your situation the deadlock would be on selling the corporation. The 50% owner gave the other 50% owner 3 years to buy the trust out. I do not know if there is any agreement from the other 50% owner on this arrangement or on the pricing mechanism but this may be a sufficiently different circumstance to permit the court to order the dissolution and sale of the business. You would start the process by filing suit to dissolve the corporation.
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(d) If the stockholders of a corporation having only two stockholders, each of which owns 50% of the stock therein, are unable to agree upon the desirability of dissolving the corporation and disposing of the corporate assets, either stockholder may file with the district court a petition stating that it desires to dissolve the corporation and to dispose of the assets thereof in accordance with a plan to be agreed upon by both stockholders. Such petition shall have attached thereto a copy of the proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.
Unless both stockholders file with the district court: (1) Within three months of the date of the filing of such petition, a certificate stating that they have agreed on such plan, or a modification thereof; and (2) within one year from the date of the filing of such petition, a certificate stating that the distribution provided by such plan has been completed, the court may either: (A) Dissolve such corporation and, by appointment of one or more receivers with all the powers and title of a receiver appointed under K.S.A. 17-6808 and amendments thereto, may administer and wind up its affairs; (B) order the redemption of the stock of one of the stockholders on such terms as are just and equitable; or (C) decline to grant any relief. Either or both of the above periods of time may be extended by agreement of the stockholders, evidenced by a certificate filed with the court prior to the expiration of such period.
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