ten year old s corp. three shareholders .two @ 45% each and one @ 10%. The 10% owner is on my side.the third person titled himself president and is indeed the principle operator of daily affairs ( we ,the other two, do work there but not full time). he is the face of the business in regards to vendors,clients as well as all bank accounts .from day one he has considered himself the boss and not accountable to us in any manner.last time we approached him about business issues and his behavior his reply was" this is how I am. I will do what I wish and you can not change that." . things do not add up on money side of the operation (books,inventory,etc) either. it is impossible to engage him to any logical and intelligent discussion on these issues. what can/should we do? please help.
There may be a number of options, depending on your circumstances. The possibilities include simply reviewing the books, doing a full audit, voting him out as president, firing him, buying him out, selling your interests to him, or a suit for breach of his fiduciary duty to the corporation, or dissolving the corporation. I suggest you contact a lawyer in your area to discuss what's going on and decide on the best approach.