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ByLaws and 51% Control of the Corporation

New York, NY |

I am the founder of a C-type corporation. I have stated in my By-Laws that a shareholder holding 51% cannot retire/take off 49% shareholder (or) take full control of the C-type corporation and that it has to be a 100% unanimous decision (in person and not by representation). the POA is not designated to anyone and no external attorney will be given authority to override this unless we are found at some fault/ crime by the Government of United States.

The 51% will sign-off on the document, scan it and send it back to my email. In addition, get a notarized signature from the Bank; Then I will introduce her as shareholder and get the Corporate Stock Certificate in place and open the account at the very same bank. By the law, can she still take over 100% and chuck me out without my consent ?

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Attorney answers 1


It is difficult, if not impossible, to give a definitive answer to your question without reviewing the by-laws. However, it is possible for the by-laws to restrict the control a majority shareholder holds over the company. If the by-laws were written correctly to require a unanimous vote of all shareholders to remove you from the company and you are one of the shareholders, then no, a majority shareholder could not remove you from the company without your consent.

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