Thursday, March 8, 2007

How much is ex-partner/shareholder entitled to? -

I own 60% common stock in my business. I had a partner who owned the other 40%. He wanted out of the business so he sold 18% of his shares. I now have 2 partners who never show up to work but are demanding money. What are my options without selling the business?

If they re not working there is no reason they should get a salary. They should get distributions at the end of the year which are based on profit nothing else. If the company doesn t turn a profit, they don t get a distribution. When you pay out distributions they should be exactly proportional to the stock percentage owned. This means that if you pay distributions you must give yourself 60% of them, and then 40% to the other owners.You may want to consult an attorney right now, because these things can escalate into lawsuits very quickly. There s a number of ways to handle a situation like this. If you have the only voting board seat, you can fire them, and kick them off the board. You own 60%. There s nothing they can do unless they happen to have 2 voting seats on the board, where they could remove you and take over the company.If there s 2 seats total, you re in a deadlock, even though you own more stock.

One way to distribute money out of a corporation is thru dividends.You would hold a stockholders meeting and declare the dividend (xx cents per share). It would take a majority of the shares voted to set the dividend !!The other way is to have the partners working in the corporation, drawing a salary/hourly wage.They can demand money, but it should come out thru the dividends or salary/wages.A letter on lawyers letterhead, explaining this, might be in order.

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