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Hello, I will be assisting you
Generally speaking there are three roles a person can have in corporation and each requires a difference process of removal.
If you are a shareholder then you need to sell your stock
if you are a director then you can resign
if you are an office you can resign
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
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
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.
We do not wish to sell our stock, can we just give it up? (There is no value in it)
not really. You cannot just abandon stock
you would still own it
you can sell it back to the corp for a nominal amount
Ok, and so would we be considered "directors" ? I'm not sure what that title means
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.
directors are the individuals who are responsible for the company
in small companies typically the shareholder is also a director
the certificate of incorporation, the bylaws of the company and/or a corporate resolution should disclose who is/are the director(s)
Ok, so then we would be directors.
So we would need to submit a letter of resignation as directors?
Does this need to be signed by the 3rd shareholder, or just submitted to him?
you can resign without approval of the other shareholder / other directors
your husband would also have to resign as CFO
and you as secretary
Do we need to update the State's records (Statement of Information)?
yes. Once you have removed yourselves you should update the state's records
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?
Apologies, what do you mean by S of I?
Statement of Information
Every year we have to update a Statement of Information, confirming the current officers/directors.
yes to need to submit an amended statement of information
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?
yes everything has to be documented. the cancellation/sale of the shares
as well as the resignations
the corp would need to issue the appropriate resolutions and note those in the minute book
Is there anything else that needs to be done in order for the process to be complete?
finally, you should make sure that the remaining shareholder amends the corps docs (the bylaws etc.) to remove your names from them
Do you offer services to help us complete this process so that we can make sure it is done correctly?
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
Ok, thank you! Can I get a copy of our conversation somehow?
Oop, I figured out (copy and paste)
I believe once you complete the rating a copy will be emailed to you. You can also copy and paste
please rate my answer
without your rating I do not get compensated for my work
Ok, I will. Also, I am wondering if you know the answer to this...
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?
*are we released of liability of remaining debt
if the corp is willing to indemnify you on past liabilities then yes. You would need to enter into an indemnification agreement.
I can go into more detail under a new question if you would like
feel free to request me
Thanks again, you were very helpful!
please use the button below. A rating of 'excellent' will be awesome
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