(b) subject to termination or change, only by any person who is a shareholder at the time of termination or modification, unless the contract provides for something else with respect to termination and changes that do not change the name, rights, preferences or restrictions of one of the shares of a class or series. 5. An agreement approved by this section, which limits the discretion or powers of the board of directors, discharges directors and imposes on the person or persons to whom that discretion or powers are conferred responsibility for acts or omissions imposed by law on directors, to the extent that the discretion or powers of directors are limited by the agreement. F.S. 621.13 applies to a P.A., unless the provisions are in opposition. F.S. Ch. 621 itself does not provide for the withdrawal of the ownership of a minority shareholder, that the shareholder voluntarily resigns, either involuntarily terminates, or whether he is unable to act or disabled. F.S. 607.1434 (3) provides that, in limited circumstances, a court may order the acquisition of shares of a shareholder in accordance with the requirements of F.S.S. 607.1436.
However, the acquisition of shares according to F.S. 607.1436 assumes that the P.A. or one or more shareholders choose to acquire the shares of the petitioning shareholder. If neither the P.A. nor any other shareholder wishes to make such a purchase, the outgoing shareholder is without legal recourse. In a small “closely managed” company, the latter type of shareholders` pact can be useful. First, it allows shareholders to ignore some of the cumbersome formalities associated with running a business. (This is one of the reasons why most small businesses are now created as LCs. Second, and perhaps most importantly, the agreement can be used in advance to set rules in the event of shareholder disputes. While you may think that you and your co-shareholders will never disagree, disputes between trading partners are all too common. At Corlett, the shareholders of Killian`s outgoing lawyers had argued that a P.A. operating in legal practice was so exceptional that it itself held a court of power to impose reimbursement, whether there was an agreement or a provision of the statutes that required it.
However, the third district court objected and stated: (g) the dissolution of the company is necessary at the request of one or more shareholders or as a result of an event or eventuality. In Corlett, Killian, when three legal shareholders voluntarily left the law firm and were unable to resolve by mutual agreement their assertion that the P.A. successor should exchange all their shares, they complained about this particular discharge. At the end of a non-counterfeiting proceeding before the Dade County Circuit Court, the court decided that the P.A. was required to cash its shares at fair value/book value from the date the lawyers left the firm. Whether you`re looking at a business with a family member or friend, the shareholder contract will protect the future of the company by addressing any potential problems at the beginning. If you intend to create a company with one or more parties in Florida, it is important that you recall the terms of your shareholder interactions on paper in a signed contract. While many people like to have an informal agreement in which nothing is written (because it is difficult to ask other parties to sign a contract), there is no doubt that you will have problems at some point, which could harm the business.
That is why it is important to establish the conditions so that, when a problem arises, the parties can refer to the shareholders` pact to settle the dispute.