What all is considered in the steps of dissolving a daycare corporation in PA?

As 1/3 owner in a daycare, which is incorporated, with two other family members, I will be leaving but can not be certain it will be divided equally/fairly. Part of the reason I'm leaving. What all would be considered in the division? There is no outstanding debt, two buildings owned by one of the other family members, and tons of equipments, toys, materials etc. What do I need to know to have a fair ending?
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Answers (4)

Steve Fromm

Steve Fromm

Contributor Level 7
The first thing you need to do is do a physical inventory of all the assets of the operation. Take pictures of all corporate assets with your digital camera. The easiest way to make sure everything is accounted for is to stay involved. If operations are ceasing, the best way to determine the value of assets is to sell them. Then deposit the proceeds into the corporate account. Do not allow any disbursement without your permission. Better yet, get checkwriting priveleges so no disbursements can be made without you co-signing.
As for the dissolution, in PA you first make get corporate clearance certificates from the Revenue Department and Department of Labor. To do that you must make sure that all corporate tax returns have been filed with PA. Minutes need to be drafted to authorize a plan of dissolution/liquidation and other related steps. Finally, you then need to file articles of dissolution with the state.
As you can see from this brief overview, this is a procedure that requires the services of a lawyer. I would be glad to assist you.

Hope this helps.

LEGAL DISCLAIMER
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Mark L Rosenberg

Mark L Rosenberg

Contributor Level 7
I am not licensed to practice in Pa., but have handled the legal affairs of many child care centers for many years. Is the business being sold to the other family members or to a third party? You really have two separate assets--the business and the buildings. It is important that the division be done fairly and to maximize the value of the assets. I would suggest you and the other family members engage counsel to assist you with this.
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Jan Matthew Tamanini

Jan Matthew Tamanini

Contributor Level 5
Steve Fromm gave you an answer to your question, but I'll add an answer that goes beyond your question, and ask another question: are you actually dissolving the corporation, or are the other two shareholders buying out your interest?

If this is not a corporate dissolution but a buyout of your interest, and the corporation will continue operating the daycare, you'll need a stock purchase agreement with your other two shareholders, and you should also have a hold harmless/indemnification agreement (which could be part of the stock purchase agreement) for anything that would happen at the daycare after you sell your interest, so that you're not dragged into any legal action against the daycare after your departure.

Steve's points about valuation still would apply regardless of whether this is a dissolution or a share sale.

Of course, as with all of my online answers, my advice is limited by the brevity of your question and the facts provided. Additional information would be required to provide definitive legal advice, so this answer isn't intended to, and does not, create an attorney-client relationship.

Good luck!
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tritter82

Thank you all for your ideas it is greatly appreciated. I really needed a starting point, but it does sound as if I may need to attain an attorney.
To answer your question yes it will be a buyout from the other two family members in the business.
Again, many thanks.
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