QUESTION

How can I unilaterally exit an S-corporation or forfeit my 50% share without impacting the other shareholder's ability to keep the business running?

Asked on Jun 10th, 2019 on Business Law - Texas
More details to this question:
I own 50% share in a small S-corporation. We reported loss in the first year. As I could not afford running the business at a loss in the second year, I suggested dissolving the business. My business partner refused my suggestion. I offered to transfer my share to my business partner for $1, but was also rejected. My partner expected me to continue running the business which I could not afford to. Recently I learned that our business has overdue payroll and sales tax liabilities for over a year. I was not informed about these liabilities before. My business partner is the only person who has the access and information to pay tax for our business. At this point I only want to exit the business as soon as possible, as I am not sure how much the tax liabilities can impact me.
Report Abuse

1 ANSWER

Appellate Practice Attorney serving New York, NY
Unless your shareholders' agreement provides a mechanism for doing so, you can't unilaterally exit a corporation against the wishes of the other shareholders.  You would have to sue and get a court to give you relief, whether dissolution or some other remedy (you might be able to put the corporation into bankruptcy).  This doesn't mean that you have to work for the corporation, but you would remain a shareholder and would have any liabilities, as well as any rights, that a shareholder would have.
Answered on Jun 11th, 2019 at 2:32 PM

Report Abuse

Ask a Lawyer

Consumers can use this platform to pose legal questions to real lawyers and receive free insights.

Participating legal professionals get the opportunity to speak directly with people who may need their services, as well as enhance their standing in the Lawyers.com community.

0 out of 150 characters