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Q: Resigning from a corporation ( Answered,   0 Comments )
Question  
Subject: Resigning from a corporation
Category: Business and Money > Small Businesses
Asked by: pokerpro-ga
List Price: $15.00
Posted: 04 Dec 2003 21:45 PST
Expires: 03 Jan 2004 21:45 PST
Question ID: 283725
I am a shareholder and secretary of a private s-corporation in
california and I want to quit (resign) from my current position to
pursue other interests.  What type of paperwork must I complete to
forfeit my shares and absolve myself from any future wrongdoings or
debt incurred by the corporation?  I do not want anything to do with
this corporation and would like my name to be 100% out of the picture.
 Furthermore, I do not want any shares or compensation for forfeiting
them.  Please advise on the best process.  Not sure what a fair price
is, if you think it needs more than $15, please advise and I will make
the necessary changes.  Thanks.
Answer  
Subject: Re: Resigning from a corporation
Answered By: omnivorous-ga on 05 Dec 2003 09:36 PST
 
Pokerpro --

First, keep in mind that Google Answers is not a substitute for
professional advice or services, particularly when corporate bylaws
may be in effect, but we can tell you where issues like these are
covered in the California corporations code -- which is on the
Secretary of State's Business Portal:
CA Secretary of State
"Corporations"
http://www.ss.ca.gov/business/corp/corporations.htm

First, regarding resignation, it should be communicated to the
chairman, with an effective date:
California Corporations Code
"Directors and Management"
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=00001-01000&file=300-318

"Any director may resign effective upon giving written notice
to the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation.  If the
resignation is effective at a future time, a successor may be elected
to take office when the resignation becomes effective."

With respect to shares, there appears to be little written about
voluntary surrender in the section on shares and share certificates,
leaving wide latitude to the company to set by-laws for transactions:
Stocks
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=00001-01000&file=400-423

However, the final paragraph limits the scope of liability for the shares:
"The only remedy for the collection of an assessment on fully
paid shares is sale or forfeiture of the shares unless (1) remedy by
action is expressly authorized in the original articles or by an
amendment of the articles adopted before August 21, 1933, or by an
amendment adopted on or after August 21, 1933, by unanimous consent
of the shareholders, and (2) unless a statement of such remedy
appears on the face of any share certificate issued on or after
August 21, 1933."

As you're probably aware, par value is the minimum amount that can be
paid in a stock transaction (or redemption).  California allows stock
to be issued at "no par value" under these terms:
"2302.5.  The absence of any reference to par value in the articles
of a corporation which is subject to the prior law relating to the
contents of articles as specified in Section 2302 is equivalent to a
statement that the shares of stock are to be without par value."
Chapter 23
"Transition Provisions"
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=02001-03000&file=2300-2319

Google search strategy:
California + corporations + code

You may find it helpful to search sections of the code with the
following keywords.  Use your browser's "Find" function (in Internet
Explorer, Edit/Find):
Resignation
Surrender
Par value

Best regards,

Omnivorous-GA
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