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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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I am a 1/3 partner in a business located in Florida. One partner

Resolved Question:

I am a 1/3 partner in a business located in Florida. One partner has become a liability and my other partner and I would like to be rid of him. Can we do that without his consent?
Submitted: 3 years ago.
Category: Business Law
Expert:  MShore Law replied 3 years ago.
Thank you for the post, does the business have an operating agreement, or is it a corporation requiring majority vote to force a sale of ownership shares?
Customer: replied 3 years ago.

We do not have a formal, documented operating agreement. We are organized in Florida as an LLC. I am not sure if that means, by Florida law, if we require a majority vote to force a sale of ownership shares. Even if it does, we DO have a majority...2/3 of us want to force his sale of ownership shares.

Expert:  MShore Law replied 3 years ago.
Thank you, XXXXX XXXXX do not have an operating agreement, in order to force the sale of the ownership shares you should consider entering into arbitration with the partner whom you want to vote out. The problem is how to value the shares, this is why arbitration recommendation would be a great source of persuasive evidence for your subsequent case if litigation is later necessary.
Customer: replied 3 years ago.

So, we cannot just amend the articles of incorporation to remove him from the corporation? I'm assuming that he could sue us for doing that.

 

The business now is in poor financial health. Can we close the business with a 2/3 owner consent? If we did that, could we reorganize without him and start under another name?

 

I'm not sure what the arbitration process is about. We (my partner and I) don't have money to "buy out" the other partner. How does that "force" his sale?

 

I know I have alot of questions, but again, few funds to retain legal representation. Is there a resource that you could point me to that could help us with all these questions help devise a proper strategy?

Expert:  MShore Law replied 3 years ago.
No, you cannot just amend the articles to remove him, he could sue you both for that, nor can you close the business without his consent. If you cannot buy out the other partner, you cannot force a sale of his interest, without money to buy him out, you are unable to remove him from the business. You can consult SCORE.org to arrange a meeting with a business advisor to discuss how to resolve the issues you are having with your partner.
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience: Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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