S Corp in Oh -Want ot sell more shares to a shareholder
North Ridgeville, OH
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Posted 10 months ago in Corporate / Incorporation
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We are S corp in Ohio with 3 shareholders. Shareholder A has 100 shares, B has 100 shares , and C has 50 shares. Our intent 3 years ago was to make all three of us equal owners but we failed to do the proper procedures to do this. We have just recently been made aware of this - and now one of the shareholders does not want to sell 50 shares to shareholder "C" to make him equal. (The Corp has 600 shares )
Question - To sell 50 shares of the corp stock do we have to have all shareholders agree or could the 2 shareholders "B" (100 shares) & "C" (50 shares) be able to authorize the sale of 50 shares to shareholder "C". Reason this is our desire is to make right our promise of 3 years ago...In fact we had advised are accountant that eff Jan 06 we were three equal partners and the last three years K-1s have reflected this. - Is this your question? Add additional information Answers (1)David G. Weilbacher, Esq.
This attorney is licensed in Ohio.
Posted 9 months ago.
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I would have to review all of your corporate documents, including your by-laws and any shareholder agreement in order to give you a definitive answer. However, in general terms, as long as all the shares have equal voting power, shareholder B and C are able to vote and approve the sell of the additional shares. All the notices required by the bylaws for calling a vote need to be followed. I suggest you have the documents reviewed before you take any action.
Disclaimer: I am not offering legal advice. I am just making suggestions for starting points for when you do speak with an attorney. Do NOT rely on anything I write and contact a lawyer. |