If I want to close down our S-Corp and I own 90% of the business, can I close it without my partner’s agreement?

UPDATED: Oct 1, 2022

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If I want to close down our S-Corp and I own 90% of the business, can I close it without my partner’s agreement?

I am divorcing my husband who is also 10 owner of our company. It is a very small door installation company. We have just 3 employees, including me and my husband. He does not want the company and instead wants to make it not worth anything so it cannot be used as an asset in our divorce. Unfortunately, his behavior has worked; it has caused backcharges and labor issues. There is no money in the bank and since he is the producer and not showing up for work, we are getting notices of delinquency and back charges. I want to just close the business immediately, like today. Can I and , if so, how do I?

Asked on July 13, 2018 under Business Law, Florida


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 4 years ago | Contributor

Yes, you can close it without his consent: a majority owner has the right to shut down or close (or sell, if there was a buyer) a business with the minority owner's consent; your obligation in that regard, to the minority owner, is to pay him his share of any money left in the business after it is wound down, or his share of any purchase price.
As to the mechanics of doing it, there are several steps. You have to give all shareholders notice (at least 10 days) of a vote to dissolve; then you need to take a vote (and keep records of it); then you file "Articles of Dissolution" with the state. Once you do that, you still need to "wind up" the business: collect any remaining monies coming in (e.g. accounts receivable); sell anything (e.g equipment, inventory) you intend to sell to raise more money; pay any outstanding debts to the greatest extent possible; then if there is any money left over after that, you can distribute it to the shareholders in their respective proportions. It is also strongly advised to provide proper notice to creditors that you are doing this, to give them a chance to put in their claims--this will help make sure that you do not incur any personal liabiltity from--even inadvertantly--putting yourself ahead of creditors. 
The best thing to do is hire a corporate attorney to help you with all these steps and procedures, and to make sure you have done everything write. If determined to do it yourself, you should be able to get much of the necessary information from the state (e.g. from the dept. or secretary of state website).

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although AttorneyPages.com has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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