Can the two controlling stock officers elect to disolve the corporation in a corporation that is held by three people?

The two controlling stock holders would like to close the business, who is responsible for all the depts?

Asked on June 12, 2009 under Business Law, Florida


B. B., Member, New Jersey Bar / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

Closing down a corporation's business requires a few formalities to be observed, but in most instances yes, the owners of a controlling amount of the stock can shut down the business.  The corporation's business as a whole, or substantially all of its assets, can be sold to new owners, and in either case, most states have the business debts follow the assets.  Or, the business can be stopped and the equipment and so forth sold, with debts paid out of the proceeds.  Once all the debts are paid, the stockholders divide the rest on a per-share basis;  if there's not enough to cover the debts, the stock is worthless but the stockholders should not be personally liable for any deficiency.

For advice you can rely on, you need to have an attorney in your area review all of the facts of the situation, in quite a bit more detail than is possible here.  One place to find a qualified lawyer is our website,

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