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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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Thanks! There are no by-laws. I tried to get them to have

Customer Question

Thanks! There are no by-laws. I tried to get them to have structure in the company but he never signed. told me I could unilaterally dissolved it as no shares where specifically assigned in any proportion.
Submitted: 1 year ago.
Category: Business Law
Expert:  CalAttorney2 replied 1 year ago.

I am very sorry, but either there was miscommunication between you and the individual you spoke to (they misunderstood what you were trying to do, or what the situation was), or you were misinformed, in the absence of by-laws, the state's corporate code applies and gives precise instructions for how to proceed.

If you and the other shareholder cannot come to an agreement, the remedy is to sue for dissolution (not a very practical or cost effective resolution, but it is the proper mechanism).