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Category: Business Law
Satisfied Customers: 4633
Experience:  23 Years business & securities law, NY and FL bars. SEC all states.
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There is a company with a partnership 50/50 among 2 partners

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There is a company with a partnership 50/50 among 2 partners and a 3rd partner who has vests 2.5% of equity as of dec and no partnership agreement that spells out how to handle disolution. There is paperwork regarding the 3rd partner and vesting 2.5%. One of the partners wants to leave and an agreement can't be reached on how to split up the company, what are the options? As of Dec 1 the 2 partners with majority interest can make decisions right? Also, in the meantime, historically the company as operated wtih all partners siginign contracts and making decisions without approval of the others. The partner that wants to leave and is now trying to block committments made by partners who signed cnontracts on behalf of the company bringing in new revenue and profit.
Submitted: 6 years ago.
Category: Business Law
Expert:  FLCORPLAWYER replied 6 years ago.
I'm not sure how you split a company 50/50 and then gave 2.5% to somebody else. Isn't that 102.5%? Any partner can demand that a partnership be dissolved. He can ask a court to appoint a mediator to value the business, and then the other partners have to buy him out or he can sell his interest to a third party. Any partner can sign a contract if he has the "apparent authority" to do so. The majority of the vote of the company rules. 48.75% can vote with 2.5% and control the company.
Customer: replied 6 years ago.
Thanks. This was very helpful. In terms of the equity both 50/50 partners are giving up equity to make it 48.75 / 48.75 / 2.5

so the two partners will with 48.75 and 2.5 can control the company with 51.25 but the third partner can still demand to dissolve the partnership then

Do you work in NYC? It looks like we are probably going to have to retain a lawyer.
Expert:  FLCORPLAWYER replied 6 years ago.
I cannot take cases over the site. Get a good litigator near where you live.
Customer: replied 6 years ago.
Thanks for your help. What type of lawyer should we look for? A litigator who specializes in business law?
Expert:  FLCORPLAWYER replied 6 years ago.
Yes exactly.
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