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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 41220
Experience:  Run my own successful business/contract law practice.
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Myself and 2 siblings formed a Corporation for our family farm.

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Myself and 2 siblings formed a Corporation for our family farm. We each exchanged a Cash Deed of farm acreage for equal shares of stock, each having 100 shares. My Cash Deed has a large farm shop located on it. My brother is president, sister is secretary and I am vice president of the corporation. My brother decided wanted to buy the farm shop and acreage is sits on for himself. I was not in agreement and refused to sign documents for this sale. My brother had his lawyer prepare an Exchange Correction and removed 3.27 acres and farm shop from corporation. My brother then had his lawyer prepare paperwork to sell the shop to him. The only signer on the Exchange Correction was my brother signing as President of corporation and attached was a signature paper my sister and her husband signed, and this didn't identify my sister as secretary of corporation. (Why would my bother-in-law sign?) he is not associated with corporation. My question: This took place in state of Louisiana, is this considered a legal transaction without me signing? IN addition there was no payment of money to the corporation from my brother for purchase of shop and land, and articles of incorporation requires (2) signatures to transact any business.
Thank you for your question. Please permit me to assist you with your concerns.

In what capacity did the sister and her husband sign? Were they witnesses? Does the husband of the sister have any inherent ownership in the corporation?
Customer: replied 3 years ago.

We each purchased a section of property from our mother, but our mother gifted the debt to each child. If we had not purchased land it would have been inherited property at her death. My sister and brother-in-law did not sign as witnesses. Their signature page was witnessed and notarized. Our spouses did sign off that they knew this property was to be kept separate from other assets

Thank you for your follow-up, Bonnie.

What you are describing is the Exchange Correction, correct, and not the initial transfer?
Customer: replied 3 years ago.



Thank you for your follow-up. I assumed that the husband signed as a waiver for rights, but if the signature page makes that unclear, it is difficult to claim or argue that this was a legitimate signature as he was not part of the corporation. His signature should have been on a separate addendum and not listed with his wife's signature, who is a valid officer of the corporation. That irregularity may be enough for you to claim that this was an invalid conveyance since there is only one legitimate officer listed on the paperwork--that is, your brother. He cannot make a unilateral decision if the corporate bylaws forbid such action on his part. Here, either a formal petition to court for clarification is needed, or a suit to seek an injunction and to stop the transfer would be a viable solution to pursue.

Good luck.

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