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CalAttorney2
CalAttorney2, Attorney
Category: Business Law
Satisfied Customers: 10244
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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DEar Sirs- Two years ago I incorporated an entity

Customer Question

DEar Sirs-
Two years ago I incorporated an entity (sunbiz.org) with a partner as a sales rep agency. After no success - no commissions, bank account, not by laws, the standard "100 shares" stated in the original application - as President, resident agent and the company address being my home - I decided to dissolve the company. The only other name in the application is my partner as 'V.P" also under my address.
This person is considering suing me. The people at Sunbiz told me that as the company was registered under my name to dissolved online. I did and paid the fee.
Please advise!
Thanks -Jaime
Submitted: 1 year ago.
Category: Business Law
Expert:  CalAttorney2 replied 1 year ago.

Dear Customer,

Unfortunately, you cannot unilaterally dissolve a corporation without the consent of your fellow shareholders.

Doing so is a "breach of fiduciary duty" and your fellow shareholder can hold you liable. If the business has no assets, no income, and no expected income, the claim would likely fail as there are no damages - but you would have to defend the action in civil court.

(But do take this seriously, a breach of fiduciary duty claim like this is a significant issue, and you did act unilaterally to disband the corporation - just because you were the agent authorized to perform the clerical tasks with the Secretary of State does not mean that you had the legal authority to do so on behalf of the corporation - you still need to follow your organization's bylaws, and failing that, the state's corporate code (which would require a vote, see http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/0607.html (including Sec.(###) ###-####

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