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TexLaw
TexLaw, Attorney
Category: Business Law
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Experience:  Internationational Commercial Attorney
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My business partner who owns 51% of the business essentially

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My business partner who owns 51% of the business essentially "fired" me for reasons that are not true. He has removed me from the bank account, told customers I no longer work with our company and continues to complete the contracts we earned together. He is trying to dissolve the company and wants me to take on 50% of the debts our company has and he continues to gain work under our company name. He has told me not to contact our customers, not to write any checks. He has moved our accounting data from an online platform to a local platform. I have no issue with handing over the company to him but I refuse to take on even one cent of the company's liabilities if he continues to work under our company's name. We are a limited partnership with only two general partners, no others. My business partner has asked customers using our invoices to make checks payable to himself.

1. Can I be fired from a company I own?
2. If so, can my business partner remove me from our company's accounts?
3. If I have been forced out of my own company and I have no ability to pay our company's liabilities, what are my options?
4. Is my business partner stealing from the company when he has checks written in his name for work completed under our company name?
Hi,

Thank you for your question.

I'm actually currently litigating a case very similar to this one in Houston.

Partners in a limited partnership owe a fiduciary duty to each other. They cannot isolate each other from the business or do something which will cause the other a loss. So to answer your questions:

1. Can I be fired from a company I own?

A: You role with the partnership is governed by the partnership agreement. You may be asked to leave the partnership, but cannot be fired. You are a partner, so when you are asked to leave, you have to be bought out.

2. If so, can my business partner remove me from our company's accounts?

A: No, this is a breach of fiduciary duty.

3. If I have been forced out of my own company and I have no ability to pay our company's liabilities, what are my options?

A: You need to sue your partner for breach of partnership and breach of fiduciary duty. As a general partner you remain jointly and severally liable for all partnership debts. However, you will not be liable while you are being wrongfully excluded from the partnership.

4. Is my business partner stealing from the company when he has checks written in his name for work completed under our company name?

A: Yes. This is a breach of fiduciary duty, breach of partnership agreement, fraud and conversion. This would be another reason to sue him immediately.

You need to seriously consider immediately retaining a business litigation attorney to handle this matter for you. If you do not act quickly, there may be unrecoverable losses incurred because the money that your partner is taking will disappear or be spent.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
ZDN
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