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Law Pro
Law Pro, Attorney
Category: Business Law
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Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I have a minority position in a S Corp in Kansas, but one in

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I have a minority position in a S Corp in Kansas, but one in the group and wrecking the Co. There is no book value, I have no personal debt and I want out. Can I forfeit my shares at the local county offices? There is NO cooperation anymore
Submitted: 1 year ago.
Category: Business Law
Expert:  Thomas McJD replied 1 year ago.

TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

What is your ultimate goal in surrendering your shares? What do you hope that will accomplish?

Customer:

Thanks,

Customer:

Am replying, hit enter however

Customer:

S has two dozen patents; I am first named, or only. Shareholders agreement keeps me out of "worldwide market" for life. After I have zero share, must wait a few years, then IF I can find some fairly valuable offering, I can make some earning in the industry of my adult life's work and area of knowledge.

TMcJD :

The system wasn't letting me respond. Sorry for the delay. Unfortunately, I am not able to assist you with your question - I'm not finding the Kansas law that would support my answer and am, therefore, uncertain of my answer to you based on Kansas law. I will opt out and allow another expert to assist you. Thanks.

Expert:  Law Pro replied 1 year ago.
Hi, new expert here. Would the other owners of the corporation agree to take your shares?
Customer: replied 1 year ago.

Most likely. Maybe not all, but some would take it all gladly. BTW, this corp has NO revenue issues, just bad decision making and unworkable new investments, instead of any roi

Expert:  Law Pro replied 1 year ago.
Do your By-Laws and/or Articles of Incorporation allow for you to transfer or alienate the shares without 100% approval of all the shareholders or are there restrictions about such?

Customer: replied 1 year ago.

No, by-laws/article do not allow transfer. These are restricted stocks. I do not expect cooperation; has not been reasonable in the past. I will lose significant investment, but do not care. I understand underpinnings and fundamental positions more clearly than others by definition, and do not want to be a part of what is to come. The future path is not of my doing.

Expert:  Law Pro replied 1 year ago.
Then you can present your desires to the other owners and give them the option - either amend the Articles and By-Laws to allow for transfer OR you will have no alternative but to file for an accounting and dissolution of the corporation.


So then the ball is in their court - if they won't agree to amend and change the restriction - your only alternative is to file for an accounting and dissolution of the corporation.

Usually the other owners will agree to amend if you're agreeable just to give up your shares for no value. But it's certainly their decision.

Then you have your options - either they change the restrictions or you file to dissolve the corporation.




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Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24050
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
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