Tuesday, December 11, 2007

Business partners who own a corporation together want to go their separate ways, but one wants to keep the corporate entity for her own endeavors.

QUESTION.
I started a C Corp with someone else a few years back. The company has not moved along as hoped, and we would like to dissolve our company. We both have different interests now and want to move forward with own endeavors. My business parnter would like to keep the company name to further along her endeavor. And I have no problem with this, but I want my name off of the company documents. How would I as an incorporator, officer and 50% shareholder, effectively "resign" from the company?

ANSWER.
When you filed your corporate application with the State you listed either an "incorporator" or proposed list of officers of the corporation. You can file a form with the applicable filing office establishing a new slate of officers. If you do this, then your name will be off the official filing records. You should also "sell" your stock shares to the other owner of the corporation. You should sign your shares over to the other owner and the other owner should record this transaction in the stock register the two of you were supposed to maintain. You will want a receipt of sale for the transaction. One way to do this would be for the other owner to write you a check for $1 and then you hang on to the cancelled check as evidence of when you sold out. I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

3 comments:

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joe said...
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joe said...
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