How Can i Settle a Dispute on What to pay a Partner When Dissolving A Corporation?
Full Question:
Answer:
It is possible to petitiion the court for dissolution to have the court determine valuation issues in dispute. Please see the following CA statutes:
1806. When an involuntary proceeding for winding up has been
commenced, the jurisdiction of the court includes:
(a) The requirement of the proof of all claims and demands against
the corporation, whether due or not yet due, contingent,
unliquidated or sounding only in damages, and the barring from
participation of creditors and claimants failing to make and present
claims and proof as required by any order.
(b) The determination or compromise of all claims of every nature
against the corporation or any of its property, and the determination
of the amount of money or assets required to be retained to pay or
provide for the payment of claims.
(c) The determination of the rights of shareholders and of all
classes of shareholders in and to the assets of the corporation.
(d) The presentation and filing of intermediate and final accounts
of the directors or other persons appointed to conduct the winding
up and hearing thereon, the allowance, disallowance or settlement
thereof and the discharge of the directors or such other persons from
their duties and liabilities.
(e) The appointment of a commissioner to hear and determine any or
all matters, with such power or authority as the court may deem
proper.
(f) The filling of any vacancies on the board which the directors
or shareholders are unable to fill.
(g) The removal of any director if it appears that the director
has been guilty of dishonesty, misconduct, neglect or abuse of trust
in conducting the winding up or if the director is unable to act. The
court may order an election to fill the vacancy so caused, and may
enjoin, for such time as it considers proper, the reelection of the
director so removed; or the court, in lieu of ordering an election,
may appoint a director to fill the vacancy caused by such removal.
Any director so appointed by the court shall serve until the next
annual meeting of shareholders or until a successor is elected or
appointed.
(h) Staying the prosecution of any suit, proceeding or action
against the corporation and requiring the parties to present and
prove their claims in the manner required of other creditors.
(i) The determination of whether adequate provision has been made
for payment or satisfaction of all debts and liabilities not actually
paid.
(j) The making of orders for the withdrawal or termination of
proceedings to wind up and dissolve, subject to conditions for the
protection of shareholders and creditors.
(k) The making of an order, upon the allowance or settlement of
the final accounts of the directors or such other persons, that the
corporation has been duly wound up and is dissolved. Upon the making
of such order, the corporate existence shall cease except for
purposes of further winding up if needed.
(l) The making of orders for the bringing in of new parties as the
court deems proper for the determination of all questions and
matters.
§ 2001 Corp.
The powers and duties of the directors (or other persons appointed
by the court pursuant to Section 1805) and officers after
commencement of a dissolution proceeding include, but are not limited
to, the following acts in the name and on behalf of the corporation:
(a) To elect officers and to employ agents and attorneys to
liquidate or wind up its affairs.
(b) To continue the conduct of the business insofar as necessary
for the disposal or winding up thereof.
(c) To carry out contracts and collect, pay, compromise and settle
debts and claims for or against the corporation.
(d) To defend suits brought against the corporation.
(e) To sue, in the name of the corporation, for all sums due
or owing to the corporation or to recover any of its property.
(f) To collect any amounts remaining unpaid on subscriptions to
shares or to recover unlawful distributions.
(g) To sell at public or private sale, exchange, convey
or otherwise dispose of all or any part of the assets of the corporation
for cash in an amount deemed reasonable by the board without
compliance with the provisions of Section 1001 (except
subdivision (d) thereof), or (subject to compliance with the provisions
of Sections 1001, 1200 and 1201, but Chapter 13 (commencing with
Section 1300) shall not be applicable thereto) upon such other terms and
conditions and for such other considerations as the board deems
reasonable or expedient; and to execute bills of sale and deeds
of conveyance in the name of the corporation.
(h) In general, to make contracts and to do any and all things in
the name of the corporation which may be proper or convenient for the
purposes of winding up, settling and liquidating the affairs of the
corporation.
