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N Cal Attorney
N Cal Attorney, Attorney
Category: Business Law
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Experience:  Since 1983
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Hi, Im the President of a very small corporation in Oreg

Customer Question

Hi, I'm the President of a very small corporation in Oregon and all our business is done online. I've tried talking my only business partner in the corporation to buy me out, but she refuses and is very frustrating to deal with. We have one liability, a credit card with about $6,000 on it and our Corporate bank accts. would easily pay this amt. off. We could also easily divide the assets which are small. I've created 3 websites, etc. etc. over the 4 years we've been in business together and since she won't cooperate I want to walk away from this altogether. Do I simply hand in my resignation to the Board of Directors (us) make her the new Registered Agent and ask for half of the assets after the credit card it paid off or what would be the best course of action to take? We do not have a Partnership Agmt. which was a very big mistake. I don't want to let this go any further as she is now involving her family and friends. This has been a very big lesson!!! Oh well, live and let live. Thanks for any assistance you can provide.

B
Submitted: 4 years ago.
Category: Business Law
Expert:  Richard replied 4 years ago.
Could you clarify whether this is a corporation...as you mention initially....or a partnership...as you refer to it later? Thanks.
Customer: replied 4 years ago.
We are a S Corp for tax purposes. I had been told we are also a Partnership so that's why I included that info.
Expert:  N Cal Attorney replied 4 years ago.
http://corporations.uslegal.com/corporate-dissolution/oregon-corporate-dissolution-law/
indicates it is pretty easy to dissolve the corporation if she will consent to that.

Otherwise you may have to dissolve and wind up the partnership.


67.290 Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner;
(2) In a partnership for a definite term or particular undertaking:
(a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or
(b) The expiration of the term or the completion of the undertaking;
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) On application by a partner, a judicial determination that:
(a) The economic purpose of the partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner;
(c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable;
(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit. [1997 c.775 §34]
From
http://www.leg.state.or.us/ors/067.html

You can get a free consultation from some of the Oregon business organizations attorneys listed by location at
http://lawyers.findlaw.com/lawyer/practicestate/Business-Organizations/Oregon

I hope this information is helpful.
Customer: replied 4 years ago.

While I appreciate your time and attention, I don't feel like you actually answered my questions. I had already viewed all but the last link you've provided and not found an answer and that's why I am trying this site.

 

The question is, since we are a Corporation, can I walk away with simply tendering my resignation to the Board of Directors of the Corp. and say goodby including I won't be liable for any liabilities, litigation, etc. from that date forward, or what are my options other than the list you've provided. As stated above, we do NOT have a Partnership Agmt. so they don't seem to apply to this problem. My 'partner' sells some items and I sell others from our websites and we don't sell each others even tho we share in the profits of the Corp. - such as they are. I trust this makes some sense?

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