Our S-corporation has no buy-out clause. I am a partner who wants to sell my share but my partner's offer is not acceptable.

There's a lot of information missing here, but I'll generally speak about some of the issues you've raised.

If you are at least a 1/3 shareholder (I'm assuming you are a shareholder based on your S-corp mention despite the reference to a partnership at the end), you could force an involuntary dissolution pursuant to the California Corp. Code. Under such a proceeding, the remaining shareholders would be given the option to buy you out at "fair value", which although is not "fair market value" is certainly a good starting point.

You may approach the outside party interested in buying the business about purchasing your shares, although if they are a minority interest it may be difficult and subject to discounting for lack of control and perhaps even lack of marketability.

By saying you have no "buy-out" clause, I'm assuming that there is no shareholder agreement which would dictate the purchase price of a departing shareholder. This is an all too common problem we see with clients coming in the door, often form forming a corporation with an online automated company or the like. Absent an agreement that controls the transaction, your other shareholders are in a stronger position.

There are some other problems, perhaps, by your indicating that you and your husband "owe half of the loan." If by this statement you mean that you have personally guaranteed the loan, then the corporate structure is doing next to nothing in terms of protecting you from liability. So even if "bought out" from the corp., you may still remain personally liable for the loans.

This is something we are very familiar with and you may contact me if you are still in need of assistance. Best of luck either way.



Any response is for discussion purposes only and does not constitute the giving of legal advice. No attorney-client relationship is being formed and you should not rely on this discussion to address any legal issues or concerns you may have. The facts of any given situation are different and you are strongly encouraged to contact a competent attorney in your jurisdiction that might be able to assist you.