23 yrs. ago, I and one other started a company investing in and managing real estate and received shares (50% of total issued) in the private company. 20 yrs ago, I stopped all association with company and partner, but keep stock. Today, I want to sell stock. Now the company (only other shareholder) said I verbally gave up my shares (without my signature) 20 yrs ago. I have original certificate showing ownership (no releases or transfers noted). Other shareholder acknowledges my certificate as original, but insists that a verbal arrangement was entered into. No arrangement was agreed upon verbal or otherwise. I never asked for / nor received any corp. records, tax returns, dividends, notices of meetings, any records of meetings, state filings etc.
Thank you for your assistance!
You should contact a local attorney right away to protect your rights. This sounds like it may turn into a dispute where it's your word against theirs. If you hire your own attorney, you can be sure they will have your best interest in mind and they can advise you as this situation develops.
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Whilst a verbal contract is valid, there must be some proof substantiating said contract. Moreover, there may be a statute of limitations issue. I welcome you to contact me further to discuss.
You should consult with a business lawyer to discuss the options available to you. The most cost effective solution prior to litigation is to have an attorney draft a settlement demand letter for you. You may also want to consider mediation prior to litigation if the other party is willing to sit down at the table with you, rather than be involved in a lawsuit. Otherwise, if these two options do not work, you will need to pursue litigation. Contact a business lawyer to advise you on the best course of action.
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We run into these situations all the time. A lot will depend on the specific facts of your situation, such as whether you received any consideration from the company or the other partner upon your departure (i.e. in the form of business property, cash payment, or the like), how these things have been reported on your taxes for the last 23 years, etc. A lot more facts would have to be known in order to assist you in your current situation and get you pointed in the right direction. A qualified business attorney can help you go through and review the documents and facts you have, and help you make the right decision on what you can demand, and help you assess your likelihood of success. An initial demand letter to the partner from an attorney will likely make your business partner come to the table to discuss and get this resolved. - John
Consistent with the explicit user terms of the Avvo website, the above answer is given for general information only and does not in any way constitute formal legal advice. No attorney-client relationship has been formed in the answering of this question nor with anyone reading this questions, as a full advising attorney would need to know more information and particulars regarding the specific facts and circumstances of your case before applying facts to law and giving pointed legal advice. Please contact this attorney or another competent attorney for full legal advice.
If you walked into my office with this, the first thing I'd want to know is what the shares are worth. With no written records one way or the other, and the passage of 20 years, fighting over this in court could be very expensive and risky. On the other hand, you have the original certificate, which puts the burden of proving you don't own the shares on them. Furthermore, if you owned half the shares, anything your "partner" might have done since you pulled out to deprive you of your interest would probably be void. You need a majority of shares to elect directors, and a majority of directors to make management decisions, and he didn't have a majority. Consult with a lawyer and make waves. But bear in mind that if there's nothing to get at the end, you don't want to throw money away getting there.
Without knowing all of the facts, it's impossible to be sure that my answer is correct in all respects. I hope it helps you make an initial decision on how to resolve your problem. Once you make that decision, don't act on it before consulting with a local lawyer to confirm it's the best one.