Due to differences in the way we feel our business should be ran, my wife and I are considering leaving the corporation.

Your corporations is governed by its Bylaws and any shareholder agreement you may have. I can tell you that you should have a lot more than1 voting share, and that doesn't make any sense, so I suggest you take your Articles, Bylaws, share certficates, meeting minutes, and other corporate records to a corporate lawyer for review so you get some advise on what your rights are.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

If there is no shareholder agreement, and no restriction on the transfer of shares in the bylaws, then you should be able to share your ownership interest in the corporation to a third party for fair market value.

However, as the prior attorney states, you should have a corporate business attorney review your Bylaws, your Share Certificates, and if applicable any shareholder or buy-sell agreement executed amoung the shareholders.

Disclaimer. Ms. Marsh is a corporate business attorney licensed to practice in California. The information posted above is for general information, does not constitute professional legal advice, and does not create an attorney client relationship. Ms. Marsh strongly advises the questioner to consult with an attorney to thoroughly review his or her particular circumstances and for advice tailored to his or her specific circumstances.

Both of the previous answers are correct. Another suggestion depends on the 5th person. If they agree with you and your wife, you can call a Board meeting and vote on the issues dealing with the direction. If the 5th person chooses not to take sides there are legal mechanisms for dissolving the corporation.

Disclaimer: Please note that it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship and does not constitute legal advice.