Q: A probate question involving a small, family owned C Corp - A son inherited shares, but refuses to sign Agreement.
How can there be any compliance with the terms of a mother's will, if the son refuses to sign the Shareholder Agreement, thus (officially) becoming a shareholder?
A: I'm not a Michigan lawyer, and so cannot advise on Michigan law in this regard. I assume your corporation is a Michigan corporation. Normally, however, if there was no requirement in the will that the son agree to a shareholders agreement as a condition for getting his shares, then he is entitled to his shares without the agreement. Unless Michigan law says something different, a shareholder is normally not required to enter into such an agreement once the shares are legally his. Here, it appears they are. I would definitely try to buy him out or it may be a problem to close any sale of the business. You may have some other alternatives under Michigan law and I would STRONGLY advise that you contact a Michigan small business/corporate lawyer before doing anything further.
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