If Isigned a shareholder agreement 1 day prior to a corporation becoming legally active, is the agreement still legally enforceable?

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If Isigned a shareholder agreement 1 day prior to a corporation becoming legally active, is the agreement still legally enforceable?

On 10/15/10, I signed a shareholder agreement. However, FL did not even approve this corporation until 10/16/10. I am now having a nightmare with the partners and hoping this might be an out for me if at all possible. The shareholder agreement says its between: Me, two other people (the shareholders) and the corporation name. Then it says: “A Florida corporation”. This is not correct because it turned out the state did not approve this corporation and make it active until the day after the contract was signed.

Asked on December 19, 2010 under Business Law, Florida

Answers:

M.T.G., Member, New York Bar / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

You are basically looking for a loop hole in order to get out of the agreement.  I would strongly suggest that you take the agreement to an attorney to review for you and to answer your questions in accordance with Florida law.  What I am afraid of is that you may have "ratified" the agreement by continuing to adhere to the terms of it even after you knew that the agreement was not valid at the time that it was signed.  Or am I reading the question incorrectly by assuming that you knew that it was not a valid corporation at the time that you signed the agreement?  But I can certainly understand your concerns here so seek some help on the matter.  Good luck to you.


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