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Can I close one company and open another to do exactly the same thing?

Los Angeles, CA |

I own 90% of a company set up to run an internet site. The domain is owned 100% by myself. Can I close the company, distribute the remaining profit and then reopen another company to continue to run the same site? The 10% shareholder in my opinion has not fulfilled their contract.

Attorney Answers 3


  1. This strategy is extremely dangerous. You owe a fiduciary duty to your minority shareholder, which means that you cannot co-opt a corporate opportunity for yourself.

    If the minority shareholder has not fulfilled a contract, then they can be sued for breach. Resorting to "self help" in the manner you describe is extremely risky.

    You should probably contact a lawyer to help you with this situation. It may be that the breach of contract claim can be settled, and that the settlement include a transfer of stock. Without careful analysis of the situation, however, I can only say that this is theoretically possible.

    Intracorporate disputes also must be carefully managed, so that they do not destroy the business. You must be careful here.


  2. As my colleague notes, this can be problematic.

    I would discuss this over with a lawyer in private so all the facts and circumstances can be fleshed out and a best course of action can be reached.

    Most of us here, including myself, offer a free phone consult so I would take advantage of that.

    Best regards,
    Frank
    Natoli-Lapin, LLC
    (see Disclaimer)

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  3. This is a corporation question. You do have a fiduciary duty and a duty of loyalty to the minority shareholders. I would advise against this plan.

    The response above is not intended as legal advice since it’s impracticable to provide thorough, accurate advice based upon the query without additional details. It is highly recommended that one should seek advice from a criminal defense attorney licensed in your jurisdiction by setting up a confidential meeting. Moreover, this response does not constitute the creation of an attorney-client relationship since this message is not a confidential communication because it was posted on a public website, thereby publicly disclosing the information, which is another reason to setup a confidential meeting with an attorney.