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Out of Corporation

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1 Out of Corporation on Wed Feb 12, 2014 3:57 am


Arresto Menor
Good day, i wish someone can provide answers to my questions regarding Corporation Issues. I am one of the director of this company [SEC registered corporation] and I wanted my name be remove from the papers coz unfortunately my co-directors are no longer giving me what suppose to be my part/share. If I file a legal complain, would I get my shares? can they still operate? will my name be removed? What am I supposed to do? What steps should I take? Need your expertise, please help. Thank you!

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2 Re: Out of Corporation on Tue Feb 18, 2014 8:05 pm

tsi ming choi

Reclusion Perpetua
In my opinion, There is No need for you to file a legal complaint. Since all you want is to be removed from directorship, i would suggest that you will SELL ALL your shares of stocks. Technically, by doing so and if all shares of stocks were sold, you will be removed from directorship, whether your co-directors like it or not, or even before the expiration of your term, because the corporation code provides that to be a director he/she must have for atleast 1 share of stock, as such is a continuing requirement during the tenure of directorship.

Further, if ALL your shares of stocks are sold, the following are the implications:
1. Removal from directorship;
2. You can get your respective share in equivalent monetary value;
3. Removal of your name/ownership in the stock and transfer book;
4. Although your name will not be removed from the list of incorporators as submitted in SEC, but theres no need to worry for that. (This will appy only if you are an incorporators)
5. The remaining directors will call an election to fill up the vacancy.
6. The corporation can still operate notwithstanding the vacancy of 1 director. This is only an internal matters that can be remedied easily.

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3 Re: Out of Corporation on Wed Apr 02, 2014 9:59 pm


Reclusion Perpetua

your name , if you are one of the incorporators, will always remain with the Articles of Incorporation as one of the incorporators

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