
Company Dissolution - markotiago
4-5 months ago i’ve founded a company together with a co-founder in Deleware.<p>The probation period went really well so we decided to go formal and found the company.<p>We agreed that (written in emails) that I take the majority of the shares. However after we have founded the company we never issued stocks.<p>The company has no IP rights transferred. It has 2 board of members, me and him. He is the CEO and President, and Secretary.<p>So in essence, its just a company with no legal ownership on a product, with two board members and no stocks issued.<p>Now the fun part; he stopped contributing after a couple of months. Stopped replying my emails and ignore every communication.<p>A month ago, he stated in an email that he’d not want to continue anymore but he never resigned formally. I asked him to do so, but as usual no reply.<p>If I resign, found a new company and the company becomes successful (currently we have two paying customers but had none when stopped contributing) is he going to impose a threat for the newly founded company?<p>Also, is it enough if I send him a resignation letter to him (as he is the secretary)?<p>What happens to company if he ignores the taxes and the legal stuff?<p>thanks...
======
relaunched
Get a lawyer. Get a lawyer. Get a lawyer. And there's one other thing...Get a
lawyer.

These are legal issues. Do not try to solve these yourself with logic or via
advice from the interwebz.

------
mtmail
The co-founder did contribute and owns part of the company. Unclear how much
exactly but unless he gives up his share (for free, or you pay him out) there
will always be a good case to be made he owns part of future profits as well.
There's no easy way to force a solution. I'd even argue without both agreeing
how many shares each founders have it's 50:50. And with 50:50 one founder can
completely block any decision. I've heard of companies that had to go bankrupt
as one founder blocked everything.

In my opinion legal treats won't work, and you should be prepared for months
of uncertainty. I'd try to clarify ownership, e.g. "You prefer not to
contribute, I suggest you keep 20% of shares in exchange for x USD". The lower
both numbers are the better for you of course.

(not a lawyer)

~~~
markotiago
This is said to hear. Do you think emails are treated as legal documents in
case of disputes?

We both agreed on the shares, on the vesting and conditions. Everything is
written in emails. It was just that we haven’t issued any stocks yet formally.

Also, he clearly stated that he was not interested in contributing anymore.

He doesn’t reply to any of the emails anymore. Not answering my calls. I’m not
sure how I could have a settlement.

~~~
mtmail
I think the emails are legal (enough) documents here. Start to collect those
and also the attempts when and how you tried to contact him, e.g. time of
(failed) phone calls. That will build a stronger case. You probably need
patience though. Starting proceedings to get him out of the company without
compensation or chance to review documents might be seen as hostile. Good
luck. And good luck on the business itself, may it grow regardless.

~~~
markotiago
Also found an email where he says: keep the equity and good luck.

Thanks for the advices, I’ll consult to a lawyer anyways but just wanted to
see people’s opinion as well.

Also thanks for the nice wishes.

