I am a vice president of a small business set up as a corporation.
I would like to leave the buisiness and ensure that my name is Off the records
as being vice president. How can I do this to ensure that I will not be liable
for any more activity of the current business?
As a general rule, an officer of a corporation is not liable for
debts, liabilities or obligations of the corporation in any event,
unless there exist legal grounds to pierce the corporate veil. So
unless you, as an officer, have failed to treat the corporate entity
as you would any other unaffiliated party, you should be OK. What I
mean by this is that all of your dealings with the corporation should
have been at arm's length--even better if you treated the corporation
as "someone you do not even really like" to make sure that there was,
e.g., no commingling of funds, no discounted loans, no improper
personal purchases or expenditures of corporate funds, etc. If bad
facts like that exist, then even if you formally resign by tendering a
letter of resignation to the Board of Directors (which is how you do
it usually), you may still be on the hook for personal liability until
all the relevant statutes of limitation have run out.
Thanks, to clarify...
Their is no liability except maybe this coming years taxes which as of
now the money to cover that is in our bank account.
I just want to be sure that my name is off the company so that
whatever my partner does when I leave never reflects back on me.
How can I do this? is their a form of some sorts that I can fill
out to tell the city/state, etc that I am not part of the business anymore?
...to make it official?
Thanks for writing back.
We formed a Corporation but we signed a generic partnership agreement.
(I cannot seem to locate my copy).
No board of directors. It's only the 2 of us working out of one
of his basements. He laid out 10,000 to start I was the 'work horse'
The company was forms 4 years ago. We had 3 1/2 years of suffering not
making a dime.. I was doing all of the work. Now, we take in a few
grand per week. sometimes a few grand a day. I am willing to give it
all up. I just want out.
I will try to locate the agreement. in the mean time If you can post
up, that would be great.
Thanks for clarifying. Now I need to ask a question: I know it's hard
to understand the difference, but when you say you want to be
insulated against acts of your "partner," do you really mean he is
your partner in a legal sense? A partnership is very different from a
corporation. If he really is your partner, you need to formally
withdraw from the partnership using the method provided in your
partnership agreement, or, if none, by your state law. If you are
using the term "partner" generically and he really is just another
officer of the corporation, then you need to resign as an officer by
giving a letter of resignation to the Board of Directors or by the
method provided in your corporate bylaws. There is no "form" per se;
but you can also send copies of the letter of resignation to the
corporation's bank, creditors, landlords, everyone who does business
with your corporation. You should also contact your Secretary of
State's office and ask how the corporation's state filings can be
amended to show that you are no longer a corporate officer. They may
have a form for you to use. But again, remember, if you are truly
only a corporate officer and the other guy is NOT your partner in a
legal sense, once you resign as an officer you should be free of the
other guy?s actions (assuming, as you say, that no facts exist to
pierce the corporate veil).
 What kind of aggressive tropical freshwater fish go together? I want a ghost fish, African cichlids etc?
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