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Damien Bosco
Damien Bosco, Attorney
Category: Business Law
Satisfied Customers: 2387
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I am a 50% partner in a LLC. My partner as of 6 months,

Customer Question

I am a 50% partner in a LLC. My partner as of 6 months, confesses to an illegal drug addiction, from which she has had extreme personality changes. We have not seen eye to eye for 6 months on many issues and she has resorted to blocking me out of our main business email address from where it is essential for me to conduct my side of the business. This is not the first time she has blocked my entry into our business email, from where it is my job to respond to customers (I carry the company phone and answer it for the businesses customer service). Is it legal for her to block my entry into our company email? Since this is not the first time she has rendered me incapable of performing my duties to this company (customer service to an online company from where you can go to purchase online courses that render a certificate upon completion) and since she also blocked my entry into our paypal account (to where our money is transferred at the end of the month) am I legally allowed to gain sole access to the company bank account (close it down and open another account and passing the funds) in fear of being blocked from it or her stealing the funds within? I can attach a letter which delineates our duties, of which clearly states my need to enter the business email. Thank you.
Submitted: 5 months ago.
Category: Business Law
Expert:  Damien Bosco replied 5 months ago.

Hello. My name is***** am an attorney. I am here to help you with your question. We may discuss the issues too. Let me know that sounds good!

Customer: replied 5 months ago.
please!
Expert:  Damien Bosco replied 5 months ago.

Reviewing your question and preparing a response....

Expert:  Damien Bosco replied 5 months ago.

As 50 percent partners, both partners have a right to run the business, both have a right to access to bank accounts, and neither can block or obstruct the other person's activities. The partners can agree to delineate duties and should follow through with their agreement. No one can block a partner's access to emails of the business. The partners are equal. We can discuss further if you want to do so.

Customer: replied 5 months ago.
I will add here an attachment of our duties as partners...
Customer: replied 5 months ago.
Given the circumstance, that she has already blocked me from performing my duties to the business (jeopardizing the company as a whole) would it be illegal for me to close current bank account in fear of further jepardy?
Customer: replied 5 months ago.
are you saying that it is "illegal" for her to block me from company email accounts, is this the correct term?
Expert:  Damien Bosco replied 5 months ago.

First, either party could open a bank account for the LLC when it is 50-50. So, either party could close it unless both parties signatures were on it, then a bank may require both signatures to close it. However, a bank may permit a restraint on the bank account if there is alleged fraud involved. The word illegal deals with criminal issues. So it is not the right term to use. This is a civil matter. It could be a violation of a statute pertaining to LLC, or a violation of an agreement. Generally, it is common law knowledge that neither party can obstruct the other party's access to a company's books and records.

Customer: replied 5 months ago.
Given the circumstance, what steps can I immediately take to ensure there is no more foul play, or money taken from our joint bank account? As of now, I am paralyzed to perform within the company.
Expert:  Damien Bosco replied 5 months ago.

It is a difficult situation. This happens frequently with owners who are 50-50. if someone is withdrawing money from a company bank account, possibly a bank can put a hold on the account, or require joint signatures. Otherwise, judicial intervention is necessary to get a court order to restrain the account. Unfortunately, the ultimate solution is get the court to judicially dissolve the company.

Customer: replied 5 months ago.
Couldn't there be a judgement to simply have her removed from the business/partnership, seeing that she is destructive to the progression of the business? or does the entire business become dissolved?
Expert:  Damien Bosco replied 5 months ago.

No. That is the problem with 50-50. The only judgment is to dissolve the company. We can continue to discuss if you would like to do so.

Customer: replied 5 months ago.
If the company pays for a partner's company cell phone, a phone number which is advertised on the company's website for customer service, can this partner utilize this phone number in another website that is owned solely by that partner? (her website is recognized as a competitor to our company)
Expert:  Damien Bosco replied 5 months ago.

There is a larger issue here: usurping a company's business or conflict of interest. If the phone number is ***** used for a competitor's site, it could lead to evidence for causes of action against the member of the LLC. In other words, the member/partner is breaching a fiduciary duty and possibly could be sued for that reason.

Customer: replied 5 months ago.
Are accounts set up to represent a company in such as in Face Book or Linkedin considered a business property? In other words, if a partner blocks access to these type accounts, is it considered a wrong?
Expert:  Damien Bosco replied 5 months ago.

Yes.

Customer: replied 5 months ago.
If the partner is advertising her personal business via these accounts, is it not permissible to block the accounts to stop the inappropriate advertisements?
Expert:  Damien Bosco replied 5 months ago.

Would you like to chat on the phone about these issues? I will send a premium service offer to you.

Customer: replied 5 months ago.
I am unable to talk at this moment...
Expert:  Damien Bosco replied 5 months ago.

Okay. With regard to taking adverse action against a partner, notice to cease an activity is something that is a good idea before taking an action. I am afraid that the bot***** *****ne as I mentioned is that when two partners can no longer run the business, either one partner buys the other out, or the company has to be dissolved.

Expert:  Damien Bosco replied 5 months ago.

I am checking to see if you have additional questions on this issue or whether we are complete. If we are complete, please rate between 3-5 stars. Best regards.