The shareholders are in active and I would like to be the only owner?
They have no problem giving up right on the shares, How do i make it official with the state? Is there a way I can just send a letter signed by all party's?
Chapter 7 Bankruptcy Attorney
You can't just simply "remove" them because they own part of the business. You would need to buy there shares or convince them to gift there shares to you.
You should consult a local business attorney. You may have other options such as dissolving the corporation and forming a new one. However, it is not possible to advise you further based on the few facts provided.
First, the firm is a debt relief agency according to the U.S. Bankruptcy Code. We help people file for bankruptcy. We also do other stuff and we do it well, but Congress wants me to post this notice. Second, nothing on this site is legal advice. You are not my client unless you enter into a written agreement signed by you and me.
5 lawyers agree
Unless you have a buy-sell agreement you cannot compel them to sell. You should tell them to surrender their shares to the corporation, if they are willing, and you should document this in your minutes.
The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.
3 lawyers agree
If the other shareholders are inactive and are willing to surrender or sell their shares, you can readily purchase them or have them surrender them to the corporation, leaving you as the sole shareholder. You will need to properly document either action, with a purchase agreement or documents to reflect the surrender or gift of their shares, and should consult an attorney to help you. He or she will also insure that the action is proper and has been completed, so that the other shareholders cannot later challenge the action or the basis for it, should the corporation be successful and they subsequently regret their decision.
You have no basis to compel them to sell or surrender their shares without a shareholders' agreement that creates and addresses such rights.
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2 lawyers agree
This is why closely held corporatiosn should have buy sell agrements with dispute resolution clauses. Absent that, unless someone has enough shares to blow up the company, you are married to your other shareholders. having said that, there are usually strategies designed to force a resolution short of litigation depending on your particular metrics.