Business Law

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

Ask a Lawyer,
Get an Answer ASAP!

This answer was rated:

What are the steps to change ownership in a s corporation in…

What are the steps to...
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.
Show More
Show Less
Ask Your Own Business Law Question
Answered in 8 minutes by:
3/20/2018
socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,766
Experience: Retired
Verified

Hello,

The term, "S Corporation" refers to federal and state tax law. It has no application to issues of corporate ownership or registration with the California Secretary of State. The State recognizes all for-profit corporations as just that: corporations.

A shareholder in a corporation cannot be "removed." The shareholder must be convinced to sell his or her shares, to the other shareholder(s), or to the corporation itself. There is an exception where a board of directors cannot function due to an even number of shareholders being on opposite sides of a governing issue. But, this would require petition a court to dissolve the corporation entirely. So, unless you are determined to start a new corporation and dissolve the current corporation, your options are limited.

I realize that my answer may not be exactly what you were hoping to read. However, under the circumstances, the best that I can do is to explain what the law is and is not, so that you can avoid expending valuable resources looking for answers that do not exist, and concentrate on the options that are actually available.
I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, Justanswer retains your entire payment, and I receive nothing for my efforts in your behalf. Note: If you cannot find the rating button on your webpage, please just type in your rating in a response to this note, and customer service will apply the rating for you.

Thanks again for using Justanswer!

Ask Your Own Business Law Question
Customer reply replied 1 month ago
Sounds good, so if the shareholder sells his shares to the other shareholder. What are the steps?

1. Negotiate a price.

2. Sign an agreement to buy-sell the shares. Agreement can be very simple or very complicated, dependent upon the sort of liability and confidentiality the parties choose to release and maintain.

3. Seller signs the share certificate over to the buyer.

4. Corporate secretary enters the change in shares and shareholders into the corporation records.

Done.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, Justanswer retains your entire payment, and I receive nothing for my efforts in your behalf. Note: If you cannot find the rating button on your webpage, please just type in your rating in a response to this note, and customer service will apply the rating for you.

Thanks again for using Justanswer!

socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,766
Experience: Retired
Verified
socrateaser and 87 other Business Law Specialists are ready to help you
Ask your own question now
Was this answer helpful?
Ask socrateaser Your Own Question
socrateaser
socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,766
39,766 Satisfied Customers
Experience: Retired

socrateaser 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

1,851 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

751 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

646 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

577 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
Lori, I have a Corporation with EIN. Is it possible to
Lori, I have a Corporation with EIN. Is it possible to change a Corporation into an LLC, or do I have to go through the whole new process of creating another entity?… read more
Lori
Lori
Juris Doctor
1,076 satisfied customers
The work of our OREGON Corporation is no longer done there.
The work of our OREGON Corporation is no longer done there. The only person that knew this business passed away; He was a contracted employee that used the assets as if they belonged to him. He had th… read more
Attorney Wendy
Attorney Wendy
Member
Juris Doctorate
523 satisfied customers
Concerning fiduciary responibilities of Board of directors
Concerning fiduciary responibilities of Board of directors for condominium association in Virginia. If the Board is aware of decay to common (but also personal property) balconies due to an inherent f… read more
Damien Bosco
Damien Bosco
4,179 satisfied customers
How can a Board of Directors, who comprise a majority of
How can a Board of Directors, who comprise a majority of shareholders of a Delaware corp with zero assets DIVEST the shares of a single 25% shareholder and Director (engaged in breach of his fiduciary… read more
Irwin Law
Irwin Law
Juris Doctor JD
7,153 satisfied customers
How to sue a corporation. How can i sue a corporation. Suit
suit filed against corporation and employee who has now disappeared … read more
Lori
Lori
Juris Doctor
1,076 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
1,851 satisfied customers
Who in a corporate has the rights to sign a document on the
Who in a corporate has the rights to sign a document on the company's behalf? How should the bylaws be edited?… read more
Barrister
Barrister
Attorney
Doctoral Degree
646 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
3,750 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
1,371 satisfied customers
I have a question about corporate law. I am 50% shareholder
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 solve… read more
Damien Bosco
Damien Bosco
4,179 satisfied customers
I sit on the board of directors for a corporation that has a
I sit on the board of directors for a corporation that has a bar business. Our treasurer and president took it upon them selves with no majority vote/ no vote at all to cash in investments. Discussion… read more
Asad Rahman
Asad Rahman
Attorney
J.D.
2,399 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
1,160 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
751 satisfied customers
I'm looking to buy over one of a company of S" Corporation
I'm looking to buy over one of a company of S" Corporation with a franchise agreement operated one of a tea shop in Murphy, Texas from my acquaintance. Please advise what kind of process do I need. Sh… read more
Damien Bosco
Damien Bosco
4,179 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
1,851 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
Attorney
39,766 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