Business Law

Ask a business lLawyer. Get business law questions answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

This answer was rated:

I have a question about corporate law. I am 50% shareholder…

I have a question...

I have a question about corporate law. I am 50% shareholder in an s corporation. My budiness partner spends half of the year abroad. He is currently out of the country. Our business is no longer solvent. We can't pay our salaries or $30000 debt. I think we should dissolve our corporation and return the merchandise to our debtor. My partner neither wants to dissolve the budiness nor take over my shares. He is demanding I work for free to pay off the debt. He has told me in email he disagrees with contacting our debtor to arrange return of merchandise. Do I have the legal right as 50% shareholder currently running our business to return our merchandise to get rid of this debt?

Lawyer's Assistant: Because employment law varies from place to place, can you tell me what state this is in?

We are in ny

Lawyer's Assistant: Has anything been filed or reported?

Like what?

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

How do I get out of corporation if my partner does not want to dissolve or agree to take over my shares?

Show More
Show Less
Ask Your Own Business Law Question
Answered in 6 minutes by:
1/8/2018
DamienJD
DamienJD, Attorney
Category: Business Law
Satisfied Customers: 4,900
Experience: Attorney. Well versed, understanding, friendly
Verified

Hello: My name is ***** ***** I am an attorney. Please give me a moment to review your question. I may ask some questions to clarify issues.

Ask Your Own Business Law Question

Your quandary is not unusual when there are two owners of a corporation with equal shares. Equal ownership means that, basically, both owners have to agree on all the action. Possibly, the only way out of this is if one of the owners gives discretion to the other owner. So, if an owner is telling the other owner to run the business, then the other owner could make a decision to sell assets and pay debts. Now, to sell all the assets and closing the business without the other owner's consent could be an issue also.

In any event, it appears that your goal to sell all of the assets, pay the debt and dissolve the company. If so, there is a way to do it. Unfortunately, though, it would be a court proceeding called a judicial dissolution since the other owner disagrees. Judicial dissolution is.

See:

2015 New York Laws
BSC - Business Corporation
Article 11 - (Business Corporation) JUDICIAL DISSOLUTION
1103 - Shareholders' petition for judicial dissolution.

I know the news is not that great but it is better to know what could happen. We can continue our discussion. If you need further assistance, just let me know.

Also, please remember to rate my answer between 3 to 5 stars without any additional costs to you if you are satisfied with the service I am providing. That is how I get credit for answering your question. Best regards.

Ask Your Own Business Law Question
Customer reply replied 5 months ago
Thank you for your response. He has explicitly said he disagrees with me returning merchandise or contact our debtor. Both actions would be illegal. Do I understand this correctly? What does judicial dissolution entail?

You are welcome. Yes. You do although illegal is a criminal term and not used in the case.

Unfortunately, the only way to dissolve a corporation when the other 50% owner will not do it is the petition the court for a judicial dissolution. In other words, the court will issue an order dissolving the corporation after possibly a hearing on it.

I know this is not the greatest news for you, but that is what must be done if you want to dissolve it.

We can continue to discuss this if you want to do so. Just let me know.

Also, please remember to rate my answer between 3 to 5 stars without any additional costs to you if you are satisfied with the service I am providing. That is how I get credit for answering your question. Best regards.

Ask Your Own Business Law Question

Here is some more information:

BCL Article 11 governs judicial dissolution. Section 1104 authorizes a 50% shareholder to seek a court order dissolving the corporation based on director deadlock, shareholder deadlock and “internal dissension”. Section 1104-a authorizes a 20% or greater shareholder to seek judicial dissolution where those in control have engaged in illegal, fraudulent or oppressive conduct or have looted, wasted or diverted corporate assets.

We can continue to discuss this if you want to do so. Just let me know.

Also, please remember to rate my answer between 3 to 5 stars without any additional costs to you if you are satisfied with the service I am providing. That is how I get credit for answering your question. Best regards.

DamienJD
DamienJD, Attorney
Category: Business Law
Satisfied Customers: 4,900
Experience: Attorney. Well versed, understanding, friendly
Verified
DamienJD and 87 other Business Law Specialists are ready to help you
Ask your own question now
Customer reply replied 5 months ago
Do i need an attorney to file for judicial dissolution?
Phone call session started
Customer reply replied 5 months ago
I am on the line but not hearing anything

I am trying again...

Ask Your Own Business Law Question
Was this answer helpful?

How JustAnswer works

step-image
Describe your issueThe assistant will guide you
step-image
Chat 1:1 with a business lawyerLicensed Experts are available 24/7
step-image
100% satisfaction guaranteeGet all the answers you need
Ask DamienJD Your Own Question
DamienJD
DamienJD
DamienJD, Attorney
Category: Business Law
Satisfied Customers: 4,900
4,900 Satisfied Customers
Experience: Attorney. Well versed, understanding, friendly

DamienJD is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

2,002 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

778 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

678 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

604 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
Being a member of a sub S corporation, another shareholder
Being a member of a sub S corporation, another shareholder went rogue, bringing in hazardous waste, unbeknowing to the rest of the other shareholders. … read more
WiseOwl58
WiseOwl58
JD Honors Graduate
4,165 satisfied customers
I have an S corporation and I am being sued for failing to
I have an S corporation and I am being sued for failing to pay advertising cost to Thomas.net for $6000, business is online and not doing well, what are my best options? … read more
Attorney Wendy
Attorney Wendy
Member
Juris Doctorate
963 satisfied customers
I purchase an S corporation, the seller demand from me as a
I purchase an S corporation, the seller demand from me as a buyer to get a new EIN and stop using the entity EIN. However getting a new EIN will terminate the corporation account with important financ… read more
Ray
Ray
Lawyer
Doctoral Degree
33,031 satisfied customers
Need and expert on corporate by laws and shareholder voting.
need and expert on corporate by laws and shareholder voting … read more
socrateaser
socrateaser
1,031 satisfied customers
We are a Georgia Corporation. We have a business we are
We are a Georgia Corporation. We have a business we are closing in Georgia. We have a registered agent with a Georgia address. We have another business in South Carolina that we operate on with a cert… read more
KLAW
KLAW
Juris Doctorate
2,193 satisfied customers
Loren, If S Corporation wants to become a holding company
Loren, If S Corporation wants to become a holding company with couple other S Corporations under it what documents have to be filled? Thanks… read more
LawGuy
LawGuy
Juris Doctor
123 satisfied customers
Loren, If an S Corporation under the name ABC wants to do
Hi Loren, If an S Corporation under the name ABC wants to do some business under a name GGP, (meaning company ABC is doing business as GGP) i what should be officially done to associate "the second na… read more
LawGuy
LawGuy
Juris Doctor
123 satisfied customers
I merged my sub s corporation with a group of other
I merged my sub s corporation with a group of other companies back in 2011; since that time they bought me out and I retained ownership of approximately 9% of the new company. On the closing documents… read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
I am the secretary for a family S Corporation. Each year
I am the secretary for a family S Corporation. Each year prior to the shareholder meeting, I send paper proxies out for signature....it is difficult getting them back. If I email them, can the person … read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
2,002 satisfied customers
If i have a business registered as a corporation in colorado
If i have a business registered as a corporation in colorado can I open an office in NY using the same business identity.Or do I need to do something different. … read more
RGMacEsq
RGMacEsq
Attorney
Doctoral Degree
778 satisfied customers
What are the steps to change ownership in a s corporation in
What are the steps to change ownership in a s corporation in California? Initially it was 2 shareholders, I have to remove one of them.… read more
socrateaser
socrateaser
1,031 satisfied customers
I ran an S Corporation (consulting) for 3 years that was
I ran an S Corporation (consulting) for 3 years that was incorporated in California. I live and work in California. I stopped doing business as the S Corp in 2014 and started doing part time work unre… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,765 satisfied customers
I have a question about corporate law. I am 50% shareholder
Second opinion] I have a question about corporate law. I am 50% shareholder in an s corporation. My business partner spends half of the year abroad. He is currently out of the country. Our business is… read more
Michael Bradley
Michael Bradley
JD
1,443 satisfied customers
We have an s corporation. In the shareholder agreement there
We have an s corporation. In the shareholder agreement there is a provision that the corporation must repurchase shares from minority shareholder when offered. Shareholder Agreement further states tha… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
1,225 satisfied customers
Do all shareholders, ( 3 shareholder corporation) have the
Do all shareholders, ( 3 shareholder corporation) have the right to inspect the bank accounts? (florida corporation) … read more
Dwayne B.
Dwayne B.
Juris Doctor
28,766 satisfied customers
My S corporation is a member of an LLC which has other
My S corporation is a member of an LLC which has other members in it as well. Can my S corporation be the listed manager of the LLC in Illinois? All the members agree to having the S Corporation as th… read more
RGMacEsq
RGMacEsq
Attorney
Doctoral Degree
778 satisfied customers
My family and i have a corporation it is a s corporation we
my family and i have a corporation it is a s corporation we had a family issue in which there was a 50 50 split one member from the other side sold her shares to the other side breaking the time so th… read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
2,002 satisfied customers
In Colorado if an s corporation has no bylaws and there is a
In Colorado if an s corporation has no bylaws and there is a situation of possible left using a debit card by an employee and 20% shareholder does the State of Colorado use default bylaw and where can… read more
socrateaser
socrateaser
1,031 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x