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Working directors wish to form a a different company

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  • Working directors wish to form a a different company

    TEXAS

    3 directors of the company and 2 who are also 50% share holders each of the same company. Now Director A has since the onset not been functional for some years but now he wants shares in the company for which the other 2 directors have invested their time and resource to build.


    Also our articles and bylaws provide for removal of directors only for cause, or death, or resignation.

    Now the other two working directors B & C wish to form a a different company whiles transferring their share from the present company to the new company. That would likely be a illegal since as directors, we have to act in the interest of the present company, How do we go about this move?

  • #2
    How do we go about this move?
    You hire a corporate attorney. Period.

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    • #3
      Well that depends how much they are making. That is not always possible.

      Hey trulife an easier solution is to have the directors and/or shareholders vote to change the articles and bylaws--you only need 66% of shareholder vote, which you have.

      Then get rid of the director that you do not want. It's all legal and he may say he will sue but there is little he can do.

      But yes good to quickly run it by a local lawyer. No need to spend a fortune.

      tj

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      • #4
        Or just start a new company and dissolve the old.
        Which you are allowed to do.

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