I am a minor shareholder (control less than 20% of the shares) at a startup that never did any business. It is a C-Corp incorporated in New York under my name. Right now I want to dissolve the corporation, but I cannot locate one of the stakeholders who controls a significant part of the corporation.
I then read an article on smallbusiness.chron.com which I cannot find anymore. The article suggests that dissolving the corporation only requires to form a majority to vote on dissolution. However, according to the New York State Certificate of Dissolution, dissolution can only be done after one of the following conditions is met:
- The dissolution was authorized at a meeting of shareholders by two-thirds of the votes of all outstanding shares entitled to vote.
- The dissolution was authorized at a meeting of shareholders by a majority of the votes of all outstanding shares entitled to vote.
- The dissolution was authorized by the unanimous written consent of the holders of all outstanding shares entitled to vote without a meeting.
To my understanding, that implies that I have to have a meeting with all of the shareholders, which is difficult since the difference in geographical locations. Also the corporation has some unallocated shares. So can I still simply form a majority to dissolve the corporation?