Thank for your response and I apologize for the delay....I took a break for dinner. I appreciate your patience.
Based on your facts, you have no concerns. The new entity is separate and distinct from the old entity. As long as you are not taking assets and or contracts away from the old entity and moving them to the new entity....thereby depriving the other owners of the old entity their share of any value of assets....the new entity is at no risk from any disgruntled shareholders
of the prior entity. With regard to the prior entity, however, if it is still going to exist and operate, even if the other shareholders have indicated they are resigning and want to dissolve, it's important to document that and officially have them assign their interests to you. You don't want to be in a position where you overlook that and years later after turning the old entity into a success, they all of a sudden claim they still own their interests in the company and you have no actual document assigning their interest.
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