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socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 33534
Experience:  Retired (mostly)
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can a 50 50 partnership lock one partner out of mutual buisness

Resolved Question:

can a 50 50 partnership lock one partner out of mutual buisness and stop paying company loans health ins.
Submitted: 4 years ago via LawDepot.
Category: Business Law
Expert:  socrateaser replied 4 years ago.

A 50/50 partnership cannot act without unanimous consent of the partners. This is fundamental legal logic. Every section in the Corporations Code would lead to this conclusion. However, if your operating agreement or articles of partnership, etc., provide that one partner is the manager, then that provision would control, rather than unanimous consent.

 

That said, if you have a provable 50% share in the business that controls the office lease, and an equal right to the management and control of the partnership property, then you can hire a locksmith and break into the unit.

 

Hope this helps.

 

Customer: replied 4 years ago.
if the corp has no by-laws stating the authority of who makes all decisions in the office,then what can we do
Expert:  socrateaser replied 4 years ago.

Please clarify. What is the exact nature of the legal entity that controls the lease (INC, LLC, LLP, LP, etc.)?

Customer: replied 4 years ago.
The company is a s corp with 2 owners at 50 50 each owner holds 1 share. The lease on the office was signed by only 1 person(not us) the other shareholder
Expert:  socrateaser replied 4 years ago.

Okay. FYI, shareholders in a corporation are not partners. The legal differences between shareholders and partners are profound, and I don't want to go in one legal direction, when the other is called for.

 

That said, if each shareholder owns the same number of common shares in the corporation, and neither shareholder has been appointed President or Chief Executive Officer (which is the same thing), then neither shareholder can control the office lease to the exclusion of the other, and you could simply break into the office.

 

However, if the other shareholder were appointed CEO, and you were not appointed to a post that permitted you to exercise control over the lease (e.g., Chief Operations Officer, or the like), then by your having previously granted the other shareholder effective control over the management of the corporation, you would have lost your ability to do so, because as a 50% owner, you cannot force a board of director resolution to change the previously made officer appointments.

 

If the latter is your circumstances, then you will have to sue your coowner in court to dissolve the corporation, or offer to buy him/her out, or offer to sell your shares, etc.

 

If the former, then you can break the lock and tell your co-shareholder to suck eggs.

Customer: replied 4 years ago.
ok thank you for your information about share holders and partners i understand now. so on that 1 last question about this mess. Do we have any legal way to make the other shareholder give us access to the office and continue our salaries and obligations? I am sorry for the grammer and vocabulary or lack of. I think this will be a messy process because 1 shareholder has all the control of finances and is closed all accounts so we no longer have any income or say in what goes on behind our backs legal or illegal. Im sure we are not the only family who this happens with live and learn on this one.
Expert:  socrateaser replied 4 years ago.

You need a lawyer. A director/officer of a corporation cannot simply plunder the corporation to his or her own advantage. The officer owes a fiduciary duty to the corporation and to its shareholders. What you are describing is a practical theft of corporate assets.

 

For a civil litigation attorney referral, see: http://www.abanet.org/legalservices/lris/directory/main.cfm?id=CA and http://www.martindale.com/.

 

Hope this helps.

 

Customer: replied 4 years ago.
Yes this helps give us some direction and some understanding of our problem and potential solutions. Thank you again for explaining things so we could understand. I hope we can be represented by someone like yourself.
Expert:  socrateaser replied 4 years ago.
You're welcome and good luck!
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 33534
Experience: Retired (mostly)
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