Brian Arnett Lebrecht's Answers

Sell a s corporation in California

Assuming you have a buyer, the simplest structure is a sale of your stock to the buyer. In this way, the buyer gets complete ownership of the corporation, including all of its assets, liabilities, etc. Having said that, depending on the nature of the business, the buyer may not want to buy the corporation, but instead may want to buy the assets of the corporation, thus avoiding the purchase of its liabilities. There are risks and tax consequences to each structure, so you should seek...

I have a LLC in California tand a foriegn qualification in Kansas, i want the LLC to be domestic of Kansas.

I'm not familiar with the Kansas corporate statutes, but in most cases you form a new Kansas corporation and merge the California corporation into the Kansas corporation. You will need to communicate with Kansas ahead of time, because they may not let you form a new corporation using the same name as your existing corporation, claiming that it is taken (it is, but it is taken by your California corporation as part of its qualification, so usually you sign a consent or cancel the qualification).

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Please interpret Calif Corp Code 600 (d) and do you need approval 51% of the shareholders in attendance to make a resolution?

I think the issue is with your quorum. You need a majority of the outstanding shares to have a quorum, and then once you have a quorum, a majority of those people can take an action. See Section 602: 602. (a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders, but in no event shall a quorum consist of less than one-third (or, in the case of a mutual water...

Can I fire a shareholder and officer of a S Corp?

There are a lot of very specific facts that would need to be obtained before I could give a detailed answer. But generally, unless there is a shareholders agreement governing the entry and exit of shareholders, one shareholder cannot "fire" or remove another shareholder without their consent. A 51% shareholder could remove him from the Board of Directors, and the Board of Directors could remove him as an officer, and (subject to the terms of an employment agreement and applicable employment...