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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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My wife and I are both dentist and owners of a dental practice.

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My wife and I are both dentist and owners of a dental practice. We are incorporated with me 51% and her 49%. We are divorcing and she is leaving the country. What would be the easiest way to remove her and also change the name to include only myself.

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Sorry for your situation.

What form is the corporation - LLC or S-corp or C-corp?

What state if the corporation formed in?

She is in agreement?
Customer: replied 4 years ago.


I am located in California. I am 95% sure we are a C Corp. I am verifying now

OK, when you know - let me know.
Customer: replied 4 years ago.

We are a C corp with both of our names in the title.

Customer: replied 4 years ago.

She does not want any money from the business though that may change in relation to a final settlement

Well then to just transfer the shares - that's easy:

If there is no shareholder agreement already in place (if there is then you have to adhere to the shareholder agreement) then:

To transfer the share certificates - the selling party or transferor should deliver share certificates to the buying party or transferee evidencing their ownership of the shares.
The corporation also will need to update its record book to reflect the change in share ownership.

That's all there is to that.

However, if there is a question as to the value of the shares - that's another issue.

You will need a CPA or other professional to give an opinion of value.

Then these would be the steps necessary to take:

1 Consult a certified public accountant. In order to change the ownership of a corporation, shares must be sold from one party to another; for a sale to occur, there must be a financial value associated with the transaction. In arms length transactions, the buyer and seller often perform valuations of the shares to determine the purchase price. When closely related parties are changing the ownership of a corporation, a CPA should be consulted to ensure that the transaction uses a fair market value purchase price.

2 Draft a purchase agreement. Once a purchase price has been decided on, a purchase agreement should be drafted that outlines the number of shares being sold and the effective date of the sale. Purchase agreements can also be used to finance the sale and attach additional terms and conditions to the transaction, such as covenants not to compete.

3 Transfer the share certificates. Once the transaction has closed, the selling party should deliver share certificates to the buying party evidencing their ownership of the shares. The corporation also will need to update its record book to reflect the change in share ownership

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