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UNDER MASSACHUSETTS LAW: In a closed corp - all family

UNDER MASSACHUSETTS LAW:In a closed corp - all family members (5) ..... can the majority shareholder :force the minority shareholders to sell their stock to him?decide to reduce the shareholder disbursements and hold in reserve without a valid corporate purpose ?

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Richard - Bizlaw

Juris Doctor

9,800 satisfied customers
I am domestication my business and they are asking the

I am domestication my business and they are asking the following.Stock must be authorized in Article III. Please provide the amount of stock authorized in Article III. Depending on the amount of shares authorized, the fee may change. The fee provided ($475) is correct for the document authorizing up to and including 275,000 shares of authorized stock. Any amount of shares above 275,000 will incur an additional charge.The issue is in my home state where I originally opened,which I will dissolve states in my articles of organization that I am allowed .0001 shares to gI've. Therefore, I do not know what I need to fill in here on my domestication paperwork. I put 0, but they rejected and wrote the above.

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Richard - Bizlaw

Juris Doctor

9,800 satisfied customers
I have kind of a business arrangement / franchise potential

Hi... I have kind of a business arrangement / franchise potential question. Where I am the franchisor.I have a small chiropractic business I am expanding. I have a guy that is struggling in practice. He is a good chiropractor and great guy but just not business savvy and I have the opportunity to kind of partner up with him (bail him out so to speak) by helping him get his business going by converting it to a franchise location for me or partnering up with him in some way.Advantage to him is he can break even or make money quickly to support family, etc. using my model (well in theory). He is bleeding about 1k a month right now and has been at it 1.5 years with just a 3k month overhead so he aint exactly growing too quickly.Advantage to me is that I can add another location to my company fairly quickly/easily (be our 3rd) in an area I would love to have a location with a doc ready to go... so that is my drive to make this happen.So the question is this. If I move forward with this, I am struggling on ideas of how to arrange the 'deal' with him.Not sure I want to take over his lease for him (1.5 years remaining) because he could of course abandon ship. Could just add my name on to lease and take over his operations and hire and train him. That seems clean only because he is still on hook for lease but why do that if don't have to be on it is my struggle there.Next option I thought is have him sign on as franchisee and just add addendum for no Franchise Fee, No royalties, etc and maybe just defer it all along with paying back any money I spend to get this going (be about $15K initially most likely to get him up to speed and hit marketing hard for several months)I have come up with scenarios and typed them out but didnt want to attach here because feel like it will be too overwhelming to read my potentially terrible scenarios.So my question is... Can you give me some ideas on a way to employ or partner with a guy in a situation like this where it makes the most sense.Perhaps some partnership hybrid where he can't abandon ship if all is not going well. So maybe he stays on lease and we just have an agreement with him that we take over his finances of the office and hire him as 1099 for low wage plus percentage as turns profit.Or perhaps a modified franchise option as mentioned above with a loan to get him going and he starts implementing my systems. Starts paying an amount per month towards these things on a profit level reached.Anyway.. hope this is a reasonable question you can give me some insight on.While I will probably consult an attorney in my area I like checking with this service as well so I can get an affordable second opinion and maybe just ideas of creative fair ways to structure it but most importantly any pitfalls to watch out for that I would not see coming or know about.

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Ely

Counselor at Law

Juris Doctor

64,468 satisfied customers
I have two Capital Stock Share Certificates which I've

I have two Capital Stock Share Certificates which I've inherited from my Grandfather, One Certificate is dated 1917 and is for 2 shares at $25.00 each. The other Certificate is dated 1920 and is also for 2 shares at $25.00 each. The certificates show an authorized capital of $50,000.00.The company name on these certificates is "The Farmer's Elevator and Exchange of Wapello, Iowa".Which is still in business as "The Farmer's Elevator and Exchange of Wapello, Iowa" and estimated gross income of 20 million or more annually.I've contacted the company via email with a letter inquiring on what the value of my certificates is as of now and what is the process for redemption of the certificates. Following is the letter I received in response to my inquiry...Dear Mr. Merri, August 23, 2016We will certainly research your matter further. What we can share with you at this time is about 15 years ago all information of any currently active certificates had been electronically filed in our accounting database. There is no electronic information for either stock certificate number 83 or 290; or the last name Scheffelbein or Merri. Any physical, archived records of sales or transfers of certificates by Farmers Elevator & Exchange are held in our office safe, which is currently inaccessible for approximately 1-2 weeks due to office remodeling. When we regain access to our office safe, we will research any sales or transfers of these certificates we have available.In regards ***** ***** certificates current value, the shares are not sold or purchased by Farmers Elevator & Exchange. Shares are recognized by Farmers Elevator & Exchange as having a par value of $25.00, although we have received notice of shareholders selling them from between $40.00 and $100.00 per share. Any sales of shares are handled by the current shareholder and reported to Farmers Elevator & Exchange for the purpose of issuing a new share to the new shareholder. Farmers Elevator & Exchange will post the contact information of shareholders wishing to sell their shares in the Farmers Elevator & Exchange Office, on the Farmers Elevator & Exchange homepage, and via Farmers Elevator & Exchange social media pages. Please refer to the attached email correspondence from October 5, 2015 regarding the process of posting a share for sale.Once again, when we regain access to our records we will be in contact regarding any information about the sales or transfers of stock certificates 83 or 290.Sincerely,Management TeamFarmers Elevator & Exchange, Inc.105 Highway 61 NP.O. Box 65Wapello, IA 52653Ph:(###) ###-####| Toll-Free:(###) ###-####| Fax:(###) ###-####***@******.*** | www.farmerseande.comThe company's response doesn't make any sense to me. Am I wrong in my thinking which is I have 4 shares issued in 1917 when the company began and in 1920 valued then at $25.00 per. The company's authorized capital was $50,000.00. Simple math tells me 2,000 shares where issued which would mean my 4 shares represent an ownership of .2% of the company back in 1917 / 1920. Now I would imagine by legal definition alone that my certificates represent .2% ownership of the company today. Although now the company has 62,000 shares issued.Do these certificates not represent .2% of the company as of today? And as there hasn't been dividends payed on them that money should be owing as well?

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Damien Bosco

Attorney

Doctoral Degree

3,080 satisfied customers
I Ana shareholder 50% in a company. My partner the other 50%

I Ana shareholder 50% in a company. My partner the other 50% shareholder (we are a C Corp) has refused to give me any info, statement, zero communication. What can I do? I have limited funds

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Asad Rahman

Attorney

J.D.

3,122 satisfied customers
Should I add an additional pleading of "Money Laundering"

Should I add an additional pleading of "Money Laundering" because the previous attorney did not allow me to state that term in the original complaint. The term money laundering is very significant and the deadline for adding additional pleadings to this case which is now in the discovery phase is Monday Sept 26th.

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legalg

Juris Doctorate

13,780 satisfied customers
I have a CA LLC and I've received 409A valuations in the

Hello,I have a CA LLC and I've received 409A valuations in the past. Now, we have an ex-employee who currently has some "shares" in our company (not public, not options, etc., just some interest in the company) and she is asking to examine our 409A valuation as her "corporate right" under CA Corp Code.I am aware of CA Corp Code for LLCs and how certain books, financial records, and "internal documents" are to be available for examination. But, is a full 409A also included in this requirement? If it is, can you please provide me with a case or statute in CA that explicitly shows this? I will tip for your time.

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Richard - Bizlaw

Juris Doctor

9,800 satisfied customers
I invested $8000 in a personal training business as a silent

I invested $8000 in a personal training business as a silent partner. The actual partner quit and walked away due to her inability to pay the rent. Can I sell the training equipment (which I actually paid for) in order to recoup some of my investment ?

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Damien Bosco

Attorney

Doctoral Degree

3,080 satisfied customers
I have drafted a stock purchase agreement for one

I have drafted a stock purchase agreement for one shareholder to buyout another in a very small C-Corp, and I would like it reviewed.

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Richard - Bizlaw

Juris Doctor

9,800 satisfied customers
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