Hello, I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for. Is there a shareholder agreement saying how the company will be operated? Will either of the other two agree to dissolve the company? What is the nature of the dispute you have about the company?
If you owned more than 50% you would control the corporation. If the other two oppose your decisions such as who is on the board of directors the corporation is in deadlock. However, in direct answer to your question, as the owner of 50% of the shares, you have the power under CA corporation code 1900(a) to vote to dissolve the company and cease operations. You do not need the agreement of either of the other two people to take this action. If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If the answer was especially helpful you can provide a bonus.
Just for purposes of dissolving the corporation, you only need 50% of the stock not more than 50%. You have the power as 50% owner to dissolve the corporation without the agreement of the other shareholders.
California Corporation Code section 1900(a) is the law that gives you the power to dissolve the corporation. If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If the answer was especially helpful you can provide a bonus.
When you dissolve the company you must first make sure all the bills are paid. Then what is left can be divided among the shareholders in accordance with their percentage ownership. If you decide to shut down tomorrow, for example, you would put aside enough money to pay the bills and the filing fees to dissolve the corporation. Once you have set that aside you can distribute the rest of the money based on the percentage of stock each stockholder owns.
If I have answered all your questions, please rate my answer excellent as that is how I am compensated. If you have more questions, please let me know. If the answer was especially helpful you can provide a bonus.
You are welcome
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