You resigned as a board member, but did you also surrender your shares in the corporation? If you did not then you are still an owner of the corporation and may still have some liability.
This e-mail may contain confidential or privileged information. If you are not the intended recipient, please notify the sender immediately by return e-mail and delete this e-mail and all copies and attachments. If you are not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. IRS Circular 230 Notice: Unless specifically stated otherwise, any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Unless specifically stated otherwise, this communication shall not be deemed to be legal or tax advice, and no attorney-client relationship shall be deemed to have been created.
No written rental agreement? All agreements with respect to real estate need to be in writing in New York. Who is the owner of the space? You may be able to wiggle out of this depending on the facts and how your partners and the landlord react. Assuming the potential liability is anything but negligible, you should get an attorney. And the next time you start a business with fellow shareholders, hire an attorney to draft a shareholders agreement for you. Do not be penny wise and pound foolish.
Please note that this answer is not intended to serve as legal advice for any purpose. All legal advice rendered by Kurzon LLP is done pursuant to a validly executed engagement letter signed by a partner of the firm. Neither receipt of information presented on this site nor any email or other electronic communication sent to Kurzon LLP or its lawyers through this website will create an attorney-client relationship. As well, no such email or communication will be treated as confidential except as is required by law. No user of this website should act or refrain from acting on the basis of information on this site without seeking legal advice from counsel in the relevant jurisdiction. Kurzon LLP expressly disclaims liability with respect to actions taken or not taken based on the contents of this website. Under the New York Rules of Professional Conduct, Section 7.1, portions of this website may be considered attorney advertising. ============================================================================== IRS Circular 230 Disclosure: U.S. federal tax advice in the foregoing message from Kurzon LLP is not intended or written to be, and cannot be used, by any person for the purpose of avoiding tax penalties that may be imposed regarding the transactions or matters addressed. Some of that advice may have been written to support the promotion or marketing of the transactions or matters addressed within the meaning of IRS Circular 230, in which case you should seek advice based on your particular circumstances from an independent tax advisor. ==============================================================================
I agree with the prior responders with an addition. Did you sign any personal guaranties for the lease or any vendor? You can also request to surrender the shares or dissolve the corporation. Speak with a corporate lawyer in your area.
If this answer is helpful, then please mark the helpful button. If this is the best answer, then please indicate it. Thanks. For further information you should see an attorney and discuss the matter completely. If you are in the New York City area, then you can reach me during normal business hours at 718 329 9500 or www.mynewyorkcitylawyer.com.
I agree with my colleagues here. Mr. Chertock makes a good point, that I want to reiterate. Regardless of your resignation to the board position, you are still a 1/4 owner. Unless you return your shares you will continue to be responsible for expenses, liabilities and losses, not only those incurred up until your resignation, but also going forward. Being a board member is pretty much a title for a managerial position, which actually shields you from personal liability. Being a Shareholder is the trigger that makes you responsible. I'm worried that you may have given up some of your rights to make decisions but remain bound to the business as an owner. I'm an experienced corporate attorney with top law firm experience, please do feel free to contact me to help you sort this out. Best of luck!