Repayment of Resigning Shareholder Without Buy-Sell Agreement
The answer will depend on the facts involved, such as the nature of your position and whether the money at issue was a loan or represented an ownership stake in the company. It is possible that the resolutions or bylaws may provide terms for repayment of loans or ownership interests, and the repayment would be governed by the resolutions or bylaws under contract law principles. I suggest contacting a local attorney who can review all the facts and documents involved.
A buy-sell agreement typically determines the price for the ownership interests by either electing a formula that the parties must follow to determine the fair market value of the ownership interests, or requiring an independent appraisal to determine the value. Sometimes, a buy-sell agreement enumerates an agreed price, which the owners are required to update periodically. A buy-sell agreement also typically sets the terms for the purchase of the ownership interests. In the situation of a withdrawing owner, the chances of litigation are high if there is no buy-sell agreement and the parties are unable to negotiate satisfactory terms for the transfer of the ownership interests. If you are unable to resolve the matter through negotiation, it may be possible to pursue a resolution through an arbitrator or mediator.