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Amendments to Corporate Certification/ Formation Certification

Philadelphia, PA |

Hey there, if I make Amendments to the Corporation and make someone else the 51% owner of the Firm in the papers --- then can I switch it back again if that person absconds ?
I've got a weird case here -- I make Chris the 51% owner and he lost interest and he left without any notice or anything... he chose to go to college again and get into hotel management.. that has nothing to do with IT s/w company that we were trying to run. Now, what do I do to change it back ? that is 100% owner is me. I was the only one working for this Firm, he was someone who Ithought would be useful, so I amended it... now he has disappeared !

Attorney Answers 3


  1. Read your by-laws and follow the procedure for cancelling your partner's shares. If he's 51% it's likely you'll need his consent to cancel the shares or sell them to you for a nominal value. Document everything and make sure you have corporate minutes showing that the company has approved of the action you're taking.

    The foregoing is not legal advice nor is it in any manner whatsoever meant to create or impute an attorney/client relationship.


  2. Bob is right. For later protection be sure to document and keep good records. Your corporate ByLaws are the company version of a Constitution. It covers shareholders and how they transfer ownership. Follow it to the letter. It might not hurt to involve a Business Law attorney. See Avvo.Com under Find-A-Lawyer. Good Luck.


  3. See if Chris will sign something to sell his share back for a nominal value - ie $5 bucks since he has no interest. Otherwise its difficult to change the company ownership without his consent.

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