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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24870
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I am a 49% stockholder in a company that is owned by one other

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I am a 49% stockholder in a company that is owned by one other person at 51%. The C corp. is seldom profitable and still owes me approx $150k in personal loans. It has a negative owner equity after several years. How do I exit this C-corp. and what are my financial responsibilities if I do?
Submitted: 7 years ago.
Category: Business Law
Expert:  Law Pro replied 7 years ago.

Is the other person willing to accept your transferring of your shares to him or anyone for that matter?

Customer: replied 7 years ago.
Good Question... they may not think I'm serious about wanting out. I'm sure that would depend upon the financial aspect of the transfer. I am willing to "walk away" without further compensation but I'm not willing to put any more $$$ into it. I would like a "promissory note" for what is due me in the form of loans I have made to the company.
Expert:  Law Pro replied 7 years ago.

That's what I would do first. If they won't accept doing that then you have the option of dissolving the corporation yourself which is not an easy endeavor if they would fight you on the matter.


You don't have to put any more monies into the corporation regardless of what they say.


If the corporation isn't profitable or is losing monies - that one of the main reasons to dissolve it.

Customer: replied 7 years ago.
What happens when I release my stock - my 49% reverts to the 51% stockholder? Do they have to find another stockholder to become the Sec/Treas - as I believe a C-corp requires both a Pres & Sec/Treas. Does the Sec/Treas have to be a "stockholder"? Can a C-corp Stockholder hold 100% of the company shares?
Expert:  Law Pro replied 7 years ago.

No, they can do and be it all for the corporation if they so desire.


One person may be President, Secretary, or Treasurer (or any combination of officers) of the corporation as well as the sole Director of a corporation.


The corporation's bylaws may prescribe additional qualifications for directors so long as they are not in conflict with the articles of incorporation.


Officers: The bylaws may either list the officers or state that they will be appointed by the board of directors. The bylaws or the board may also delegate the responsibility of preparing minutes and maintaining corporation records to one of the officers. As stated previously, one person may hold one or more officer positions for the corporation at the same time.


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