How do I legally resign from a corporation?
I was involved in a business for 10 years and now I just want out. My business partner wants to keep the business running. The business was incorporated in the state of New York as a Chapter C-Corp. Since I am resigning, how can I be assured I will not be responsible for any tax liabilities or any future debts incurred, etc.?
As long as you have made it clear that you have severed your ties with the corporation, you should not be held responsible for tax liabilities or debts of the corporation that might accrue from activities on or after the date of your resignation. However, be aware that tax liabilities might arise after the date of your resignation that pertain to pre-resignation issues. To be sure that your resignation is properly documented, make sure you submit your resignation letter in writing and send it either by certified mail or some other form of delivery that is recorded such as overnight courier (or, if you're passing the note to your business partner, get him or her to countersign the letter acknowledging receipt). In addition, your bylaws or shareholder's agreement should cover the procedure for your resignation and buyout and, ideally, provide you with indemnity by the remaining shareholder and corporation if you are called upon to pay any future debts or judgments.
Nina L. Kaufman, Esq. is an award-winning New York City attorney, edutainer and author. Under her Ask The Business Lawyer brand, she reaches thousands of entrepreneurs and small business owners with her legal services, professional speaking, information products, and LexAppeal weekly ezine. She also writes the Making It Legal blog.