Business Ownership

Protect Yourself When Gifting, Selling or Transferring Ownership

Quick Take: When gifting, issuing, transferring or selling ownership interests in your business, such as stock, units, warrants, options or convertible securities, talk to your attorney. Tell him or her you want to do the following.

Terms That Private-Company Owners Should Know

Articles of Incorporation (or Certificate of Incorporation): Instrument under which a corporation is formed. The contents are prescribed in the particular state’s general incorporation statute. Bylaws: Regulations, ordinances, rules and laws adopted by an association or corporation for its government. Board of Directors: Elected representatives of the members or shareholders of an organization who are [...]

Shareholder Rights Checklist

Was the corporation set up properly? Can you locate the certificate of incorporation? Can you locate the governing documents of the corporation – articles of incorporation, bylaws, and the stockholder agreement, if such exists? When and how are stockholders and shareholders meetings to be called? To what extent are the directors obligated to adhere to [...]

Q & A: Lost Stock Certificate

Q: I’ve lost the stock certificate that shows that I own shares in a private company. What can I do?

Minority Share Interests: The Good, the Bad and the Ugly

A company is an entity, being or thing that exists separately and distinctly. It operates, even lives, apart from its owners and officers. It can enter into relationships, transact, borrow or lend, earn and spend, sue and be sued. It has a personality, a reputation, and it may flourish or fail. It even has superpowers – it can live forever.

Minority Owner Unhappy with Management

You’re a non-controlling shareholder and you don’t like the way the business is being managed. You’ve exhausted your efforts to communicate respectfully and clearly to the control person or group in an attempt to express your concerns and/or influence how the business is managed. You want to put someone else in charge of running the company.

Controlling Owner Has a Meddling Minority?

A non-controlling shareholder is being a real nuisance. You’ve explained to him or her that, as president, your obligation is only to do your best to manage the company; be loyal to the company and to your shareholders; to hold an annual meeting and to grant occasional access to the corporate books and records. You’ve been unable to get him or her to stop asking questions, questioning your decisions, offering suggestions, calling and dropping by. Your only real option is to buy him or her out.

Q&A: Partner Buyout

Question: My partner and I started our business 31 years ago. We share ownership 50-50. He’d like to retire and wants me to buy him out. We don’t have a buy-sell agreement of any kind in place. How can we agree on price? And, if we can’t and he just quits working, would he be entitled to compensation?

Deductible Health Insurance for the Business Owner

Sole Proprietor1 Health insurance benefits provided by a company taxed as a sole proprietorship to its owner are a deductible expense on the owner’s personal tax return. As such, the business owner is able to enjoy health care benefits on a pre-tax basis. The owner, however, must pay self-employment taxes on the value of the [...]

Business Ownership

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