AboutRobert Doblmeier, M.Sc. Expertise I am happy to answer questions about Small Business Sales i.e. Small businesses with Gross Sales in the 250K to 50 million dollar range. The business must be privately or closely held(no publicly traded companies).
Experience Why me? I am a full time business broker with a 14-year history in real estate in New York and Florida. I taught the New York State Licensing course for 2 1/2 years. I am the winner of VRs’ Prestigious Bronze Award for 2006, and a major reason my office won the Centurian Award in 2006. After just seven months in this office, I closed the deal that resulted in the largest single commission in our offices’ history, a record that stood for over 1 full year. I am an instructor for the Small Business Development Administration, teaching a course I designed and created called "How to Buy a Business". I am a Certified Networker and have won the Notable Networker Award three times in one year. I am also an instructor for the Referral Institute, teaching the Referral Pipeline course. In 2006, I was nominated to the Presidents' Business Advisory Council on Small Business. Most importantly, I have amassed a large database of recognized professionals that can facilitate your transaction.
Organizations The Referral Institute, Business Networking International, International Business Brokers Assoc., German American Business Council,
Publications Small Business Development Corp. and various private newsletters.
Education/Credentials B.Sc. Stockton College, M.Sc. Long Island University,
Awards and Honors Centurion Award for 2006, Bronze Award for 3Q 2006, Recognition for the First SBA loan done in the Office.
Past/Present Clients I can not , for reasons of confidentiality name past or current clients. I can name industries where I have facilatated a transaction: marine, furniture, beauty industry, education, food service, automotive, home improvement, construction, and tax industry.
Question If a S-Corporation is going to sell the company, structured as a sale of assets, who votes:
The Board of Directors, if there are 3, is it simple majority, does the position held matter?
Or do the Shareholders vote? And then is the stock just retired?
Thank you,
Angela
Answer Please also see my other reply to your question.
Voting on such an issue SHOULD BE clearly outline in the charter or forming papers for the company.
Some variations might be: point as per position. Each member gets 1 vote and VP to decide. Secty/Treasurer 1 vote, VP 2 Pres 3, Outside share holders are tie breakers by some pre-determined formula. It could be each member of the board, holding a majority of the stock vote with a ratio which reflects their percentage of ownership.
Once the "assets" are gone and there is no practical way to generate revenue the stock is worthless and retired.
I have heard that there is a market for such "shell" companies but I have not had experience in such matters.
