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  1. #1
    Join Date
    Jun 2010
    Posts
    2

    Default Florida Inc, Resignation Letter

    My question involves business law in the state of: Florida

    A partner and I started a Florida Corporation back in '08 - he is the President and I am the Vice President. I rarely had any say or influence in the business.

    I have since found out that he has dealth fraudulently with come clients and gained some enemies. I'd like to resign and detach myself from legal responsabilities... I was told to write a letter of resignation and get it notorized.

    Is that the correct move? Is that all I have to do? Do I need to send it to someone other than myself?

    Help on this subject would be greatly appreciated!

  2. #2
    Join Date
    Dec 2007
    Posts
    2,357

    Default Re: Florida Inc, Resignation Letter

    Notarized? Why?

    Sorry, see you're a corporation, meaning you are an employee. The president is your boss; address your resignation letter to him.

  3. #3
    Join Date
    Jun 2010
    Posts
    2

    Default Re: Florida Inc, Resignation Letter

    Heh, you're here too... that's great!

    I am the Vice President (Officer) of the Company.

    I was told to get it notorized... probably to make it "official" that I wrote the letter on that date.

    I'm trying to find out how I can limit or completely separate myself from his crap.

  4. #4
    Join Date
    Jun 2009
    Location
    California
    Posts
    666

    Default Re: Florida Inc, Resignation Letter

    As Patty indicated, you (as a Vice President and Officer of the Company) are still an employee of the company. You leave that position by submitting a letter of resignation to your boss. As a former officer of the company, you may bear some legal responsibilities to individuals for fradulant activitiy that took place while you were an officer. They would have to prove a number of things that could be difficult to prove, but if you are named personally in a suit, get an attorney.

    Since you and your "partner" formed the corporation, I assume that there is stock and that you own some of the stock; and also that incorporation papers were filed with the state showing you as an officer, a major stockholder or both. To completely wash your hands of the situation, you should return your stock to the corporation and file papers with the state to reverse your filed relationship with the corporation. Normally, this is something that a corporation would do when removing a named officer. But, assuming that your partner may not be willing to do it, you should probably do it yourself.

  5. #5
    Join Date
    Mar 2009
    Location
    Key West, FL
    Posts
    2,350

    Default Re: Florida Inc, Resignation Letter

    Give me a break. Lots of yak for nothing.

    A google search would have turned up the answer in the first result.

    http://form.sunbiz.org/pdf/cr2e044.pdf

    Print the form. Fill it out. Mail it to the Florida Secretary of State with a check for $35.00.

    That is a deal. It costs $80.00 for the registered agent to resign.

    Yes, send a resignation letter by certified mail to the registered agent of the corporation. You can have it notarized if you like to prove it is your signature and it was done on a certain date. Keep a copy for yourself. The date might well prove to be important to limit your liability when the corporation gets sued or prosecuted and the plaintiffs also name the officers as defendants.

    If you are a board member, you will also have to resign from the board of directors.

    PS: What kind of people do we have posting here? If you do not know business law, please go away and do not post in forums where you have no idea what you are talking about.

    NO, you do NOT have to return your stock to the corporation. Absurd. Being a stockholder, assuming you are, has no liability issues and is a totally different thing then being an officer. Of course, I would recommend that you try selling your stock back to the corporation or the president to completely wash your hands of things and get out some money before the entire thing goes down in flames.

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