QUESTION
Can I give a corporation a 99 year contract and a permanent seat in the board?
Asked on Mar 09th, 2013 on Estate Planning - Michigan
More details to this question:
I would like to run our new corporation with another corporation. Am I able to give the corporation a 99 year contract? Can I give the corporation a permanent seat on the board so that they can never be kicked out of the company they started?
6 ANSWERS
Probate Attorney serving Newport, OR
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Minor, Bandonis & Haggerty P.C.
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A corporation cannot be on your Board of Directors; directors must be natural persons, regular flesh-and-blood people. It sounds like you need to see a good business planning lawyer.
Answered on Mar 12th, 2013 at 2:21 PM
Business Planning Attorney serving Livonia, MI
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Frederick & Frederick Attorneys at Law
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A corporation cannot have a seat on the board. It is an entity and is sometimes referred to as a legal person, but it is not a person. Corporations are run by officers and directors, not by corporations. Within that framework, there may be things that you can do somewhat along the lines of what you suggest, but I am not sure why you would want to do this. Without the objectives to frame the context, it is hard to say much more.
Answered on Mar 12th, 2013 at 2:21 PM
Generally speaking, you can do those things by contract unless the corporate bylaws forbid them. You would need consideration, or some bargain and benefit, to justify the terms. You could give the one corporation the right to appoint someone to the new corporations board for 99 years, but one corporation cant serve as a board member (it must be a real person to sit on a board).
Answered on Mar 12th, 2013 at 2:21 PM
One corporation may enter into a long term contract with another. However, the Articles of Incorporation may require amendment if you seek to limit the inherent power of shareholders to elect members of the board of directors. To learn more, please contact an attorney who specializes in corporate contracts and structures.
Answered on Mar 11th, 2013 at 3:05 PM
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I guess the best question is who owns the stock? They have the ability to terminate contracts, etc. I think you should speak with an attorney about what you are really try to accomplish.
Answered on Mar 11th, 2013 at 3:05 PM
Real Property Attorney serving Utica, MI
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Douglas A. Tull, P.C. Attorney at Law
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Probably not. Even if you own 100% of the stock you wont live that long. And if you don't own all the stock voting agreements to accomplish what you want (or close to it) would not be allowed by law to last anywhere near that long.
Answered on Mar 11th, 2013 at 3:04 PM