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BizIPEsq.
BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience:  I am a business attorney. I represent individuals and companies with all business related matters.
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how do i remove myself from corporation

Resolved Question:

how do i remove myself from corporation
Submitted: 1 year ago.
Category: Business Law
Expert:  BizIPEsq. replied 1 year ago.

BizIPEsq. :

Hello, I will be assisting you

BizIPEsq. :

Generally speaking there are three roles a person can have in corporation and each requires a difference process of removal.

BizIPEsq. :

If you are a shareholder then you need to sell your stock

BizIPEsq. :

if you are a director then you can resign

BizIPEsq. :

if you are an office you can resign

BizIPEsq. :

if you are perform one or more roles then you would need to disassociate yourself from each role in accordance with what I noted above

BizIPEsq. :

In addition, if your name / personal information is included in bank accounts or other accounts then you would need to confirm with each such account that your name was removed

Customer:

Hi! My husband is the CFO with 46% stock and I am the Corporate Secretary with 1% stock. There is only one other shareholder with 51% stock.

Customer:

We do not wish to sell our stock, can we just give it up? (There is no value in it)

BizIPEsq. :

not really. You cannot just abandon stock

BizIPEsq. :

you would still own it

BizIPEsq. :

you can sell it back to the corp for a nominal amount

Customer:

Ok, and so would we be considered "directors" ? I'm not sure what that title means

BizIPEsq. :

BTW, as an alternative you can ask the corp to cancel your stock. as long as you sign a written waiver technically the corp can do it.

BizIPEsq. :

directors are the individuals who are responsible for the company

BizIPEsq. :

in small companies typically the shareholder is also a director

BizIPEsq. :

the certificate of incorporation, the bylaws of the company and/or a corporate resolution should disclose who is/are the director(s)

Customer:

Ok, so then we would be directors.

Customer:

So we would need to submit a letter of resignation as directors?

Customer:

Does this need to be signed by the 3rd shareholder, or just submitted to him?

BizIPEsq. :

correct

BizIPEsq. :

you can resign without approval of the other shareholder / other directors

BizIPEsq. :

your husband would also have to resign as CFO

BizIPEsq. :

and you as secretary

Customer:

Do we need to update the State's records (Statement of Information)?

BizIPEsq. :

yes. Once you have removed yourselves you should update the state's records

Customer:

Is there a specific form we can submit individually to update the state, or do we have to rely on the Corporation updating the S of I correctly?

BizIPEsq. :

Apologies, what do you mean by S of I?

Customer:

Statement of Information

Customer:

Every year we have to update a Statement of Information, confirming the current officers/directors.

BizIPEsq. :

yes to need to submit an amended statement of information

Customer:

Ok are there any papers that have to be signed by the other officers/directors or shareholders in order for it to become official? Does it have to be documented in the corporate minutes for it to be complete?

BizIPEsq. :

yes everything has to be documented. the cancellation/sale of the shares

BizIPEsq. :

as well as the resignations

BizIPEsq. :

the corp would need to issue the appropriate resolutions and note those in the minute book

Customer:

Is there anything else that needs to be done in order for the process to be complete?

BizIPEsq. :

finally, you should make sure that the remaining shareholder amends the corps docs (the bylaws etc.) to remove your names from them

Customer:

Do you offer services to help us complete this process so that we can make sure it is done correctly?

BizIPEsq. :

Unfortunately JA not permitted to offer direct services to its customers as that would be considered the practice of law. You should contact a business attorney. A local one would be best

Customer:

Ok, thank you! Can I get a copy of our conversation somehow?

Customer:

Oop, I figured out (copy and paste)

BizIPEsq. :

I believe once you complete the rating a copy will be emailed to you. You can also copy and paste

BizIPEsq. :

please rate my answer






without your rating I do not get compensated for my work



Customer:

Ok, I will. Also, I am wondering if you know the answer to this...

Customer:

Once we are removed from the corporation in all the ways that you have mentioned, are we release of any liability of any remaining debt that the corporation has?

Customer:

*are we released of liability of remaining debt

BizIPEsq. :

if the corp is willing to indemnify you on past liabilities then yes. You would need to enter into an indemnification agreement.

BizIPEsq. :

I can go into more detail under a new question if you would like

BizIPEsq. :

feel free to request me

Customer:

Thanks again, you were very helpful!

BizIPEsq. :

please use the button below. A rating of 'excellent' will be awesome

BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience: I am a business attorney. I represent individuals and companies with all business related matters.
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