can one partner sale the entire corporation without the authorization of another equal partner? if both own at the time and get away with? There is a settlement agreement judgement a year ago. Where if one of the partners decides to sale the other one must be aware and approve only to be able to sale.
You refer to a settlement agreement, so naturally its terms must be reviewed to ascertain whether it impacts upon your question. In addition, you must review the corporation's organizational documents, such as its certificate of incorporation, bylaws, shareholders agreement, to see if they address the authorization of any such transaction. Finally, the structure of the transaction (for example, was it a sale of assets, a sale of stock, or other disposition) may impact upon the necessary approval. Subject to those reviews, generally such a transaction would require the consent of both shareholders. You should consult with an experienced Corporate Attorney to review your situation and options for a resolution.
The foregoing discussion does not establish an attorney-client relationship, is qualified by the limited facts presented above, and should not be relied upon as legal advice. To obtain definitive legal advice upon which one can rely necessitates retaining an attorney who is qualified in this particular area of the law.
Generally speaking, no. If a buyer seeks to acquire ownership of the corporation, both stockholders will need to sell. If the buyer wants to purchase the assets, it would require a vote of 2/3rs of the shares. However, there seem to be additional facts in your situation.
A lawyer would definitely need to look at corporation documents and agreement of sale. Generally not if both own equal 59-50 shares
Generally speaking, for Florida domestic corporations, and governing by Florida law, if a corporation is owned co-equally by two shareholders 50/50, then one shareholder should not be able to sell the company without the consent of the other. However, in your case, it is not clear what you mean by "sale the entire corporation." Normally there are two methods of "selling" a corporation: (1) a sale of all or a majority of the shares of stock; or (2) a sale of all or substantially all of the corporation's assets. If it is the former scenario, it seems odd how the other shareholder could have sold your shares to a third person, since you hold the stock certificate(s) for those shares. If it is the latter scenario, then as a 50% owner of the company, the other shareholder would probably need your consent. All of this is speculative until there is a thorough review of various documents and interviewing you to gather additional facts. As a start, an attorney will need to review the corporations governing documents (articles of incorporation, by-laws and shareholder agreement, if any), and the settlement agreement/judgement you are referring to. Why is there a judgment or settlement agreement? What does it say? Are you in default of that agreement? What are the remedies available to the non-defaulting party? These and many other questions need to be answered. If the corporation has significant value, I recommend you consult with (and possibly retain) a corporate transactional attorney to determine the extent of your rights.
Disclaimer: Please note that this answer does not constitute legal advice in any way whatsoever, and is for informational purposes only, and should not be relied on, since each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue, as well as the status of the law. This answer does not create an attorney-client relationship.
Generally, unless a specific agreement or statute provides otherwise, the holder of a non-majority ownership cannot sell the entire corporation without going through a vote of the directors and the shareholders. If a sale was made without the approval of a majority of the shareholders, it may not have been properly approved. I would suggest contacting an attorney in your state to determine the particular rights in your state.
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