Hello,

I'm in a bit of a pickle and was hoping that you could help me out. Back in 2009 my partners and I opened a LLC in California and later switched to a S-corp in 2012...in Feb of 2013 we sold the business and need to finalize all state taxes and dissolve the S-corp, but my former partners are refusing to acknowledge any taxes owed and are very uncooperative in dissolving the corp. We were notified by our CPA that the deadline to pay the Unsecured property tax was Sept 3 but no response by my former partners! I do not want to incur the 10% penalty by the state for nonpayment by the due date, since we were a corporation I do not want to be held liable for my former partners neglect to this matter. How should I go about handling this matter?

P.S. our CPA and myself have sent several emails to my former partners to no avail.

Please help!

I guess this is a sort of legal issue. The dissolution of an S Corp takes the same level of planning and adherence to legal requirements as forming the corporation. Dissolving your S corp is a necessary step in the process of winding up your business and ceasing operations of the S corp. As long as your partners disagrees with your decision to dissolve the corp,the state law where the corp was formed will govern the options available to you. Depending on your situation, a shareholder vote may resolve the issue, or you may have to file a lawsuit to force dissolution. The corporate laws of each state require that a voluntary dissolution of a corp be approved by the corp's shareholders. Unless the corp's bylaws or articles of incorporation state otherwise, state law generally permits dissolution of the corporation on a simple majority vote. For example, CA law gives shareholders with 50 percent or more of the voting power the right to dissolve the corporation. Delaware law also permits dissolution on a majority vote of the shareholders, but first requires the board of directors to adopt a resolution for dissolution. If you own 50 percent or more of the shares of your S corp, you should review the laws of you state for the appropriate steps to take to authorize a dissolution based on a majority shareholder vote.As long as the facts of your situation and applicable law make neither a voluntary dissolution viable, your only option may be to negotiate a buy-out of your shares with your business partners. Although the corp will continue to operate, you will be relieved of further liability or responsibility for its operation by selling your shares. In an ideal situation, you and your business partner would have already negotiated and signed a buy-sell agreement, also known as a shareholder agreement, before starting business. Such an agreement provides the parameters for a buy-out of one business partner by the other when certain situations occur, such as a deadlock regarding whether to continue in business.