How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Richard Your Own Question

Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 45506
Experience:  32 years of experience practicing law and a businessman.
Type Your Business Law Question Here...
Richard is online now
A new question is answered every 9 seconds

My wife & I own through an S Corp real estate. We are sole

Customer Question

My wife & I own through an S Corp real estate. We are sole owners and each have 5 shars. She just informed me that as an officer she has made a deal to sell the property without my consent.
Note: Although not legally separated, we have not lived together for over 20 years
Submitted: 1 year ago.
Category: Business Law
Expert:  Richard replied 1 year ago.
Welcome! My goal is to do my very best to understand your situation and to provide a full and complete answer for you.

Good morning. Notwithstanding her agreement, all or substantially all of the assets of a corporation cannot be sold without a shareholder and board of directors vote. The steps that must be taken for such a sale are set forth in the following NY corporations statute:


§ 909. Sale, lease, exchange or other disposition of assets.
(a) A sale, lease, exchange or other disposition of all or
substantially all the assets of a corporation, if not made in the usual
or regular course of the business actually conducted by such
corporation, shall be authorized only in accordance with the following
procedure:
(1) The board shall authorize the proposed sale, lease, exchange or
other disposition and direct its submission to a vote of shareholders.
(2) Notice of meeting shall be given to each shareholder of record,
whether or not entitled to vote.
(3) The shareholders shall approve such sale, lease, exchange or other
disposition and may fix, or may authorize the board to fix, any of the
terms and conditions thereof and the consideration to be received by the
corporation therefor, which may consist in whole or in part of cash or
other property, real or personal, including shares, bonds or other
securities of any other domestic or foreign corporation or corporations,
by vote at a meeting of shareholders of (A) for corporations in
existence on the effective date of this clause the certificate of
incorporation of which expressly provides such or corporations
incorporated after the effective date of this clause, a majority of the
votes of all outstanding shares entitled to vote thereon or (B) for
other corporations in existence on the effective date of this clause,
two-thirds of the votes of all outstanding shares entitled to vote
thereon.
(b) A recital in a deed, lease or other instrument of conveyance
executed by a corporation to the effect that the property described
therein does not constitute all or substantially all of the assets of
the corporation, or that the disposition of the property affected by
said instrument was made in the usual or regular course of business of
the corporation, or that the shareholders have duly authorized such
disposition, shall be presumptive evidence of the fact so recited.
(c) An action to set aside a deed, lease or other instrument of
conveyance executed by a corporation affecting real property or real and
personal property may not be maintained for failure to comply with the
requirements of paragraph (a) unless the action is commenced and a
notice of pendency of action is filed within one year after such
conveyance, lease or other instrumment is recorded or within six months
after this subdivision takes effect, whichever date occurs later.
(d) Whenever a transaction of the character described in paragraph (a)
involves a sale, lease, exchange or other disposition of all or
substantially all the assets of the corporation, including its name, to
a new corporation formed under the same name as the existing
corporation, upon the expiration of thirty days from the filing of the
certificate of incorporation of the new corporation, with the consent of
the state tax commission attached, the existing corporation shall be
automatically dissolved, unless, before the end of such thirty-day
period, such corporation has changed its name. The adjustment and
winding up of the affairs of such dissolved corporation shall proceed in
accordance with the provisions of article 10 (Non-judicial dissolution).
(e) The certificate of incorporation of a corporation formed under the
authority of paragraph (d) shall set forth the name of the existing
corporation, the date when its certificate of incorporation was filed by
the department of state, and that the shareholders of such corporation
have authorized the sale, lease, exchange or other disposition of all or
substantially all the assets of such corporation, including its name, to
the new corporation to be formed under the same name as the existing
corporation.

(f) Notwithstanding shareholder approval, the board may abandon the
proposed sale, lease, exchange or other disposition without further
action by the shareholders, subject to the rights, if any, of third
parties under any contract relating thereto.




Thank you so much for allowing me to help you with your questions. I have done my best to provide information which will be helpful to you. If I have not fully addressed your questions or if you have any follow up questions, or if I have misinterpreted your questions in any way, please do not rate me yet, but simply ask a follow up question without rating so I can provide you with a fully satisfactory answer. If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service with 3, 4, or 5 faces/stars so I can receive credit for helping you today. I thank you in advance for taking the time to provide me a positive rating!
Richard, Attorney
Category: Business Law
Satisfied Customers: 45506
Experience: 32 years of experience practicing law and a businessman.
Richard and 7 other Business Law Specialists are ready to help you
Expert:  Richard replied 1 year ago.
Thank you so much for the positive rating! I appreciate having had the opportunity to serve you! If I can be of assistance to you in the future, just look me up and I will be happy to help! For easy access, my bookmark is: http://www.justanswer.com/law/expert-legalbeacon/

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA