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Question

How do I expel a minority partner from my business?

Submitted: 21 days and 1 hours ago.

Category: Legal

Value: $18

Status: CLOSED

State/Country relating to Question: Pennsylvania

Already Tried:
I sent him an agreement of sale to purchase his interest in the partnership.

Posted by DCrane 21 days and 1 hours ago.

Info Request

I assume your parnership or Articles of Organization or corporate bylaws do not cover this?

21 days ago.

Reply

No, our operating agreement does not cover expulsion. The section for Death Disability and Dissolution only states that is will dissolve by the written consent of the members of upon the occurence of an event specified in the certificate or the agreement. I am the managing partner and I have 75% of the business wanting to expel this partner. He has not made a capital contribution and has received more than his share of the profits.

Posted by DCrane 21 days ago.

Info Request

ok, does the OA stipulate how decisions will be made (voted upon) and whether majority vote enables amendment to the OA?

21 days ago.

Reply

It only states that the Manager must have the consent of the members - it does not state that it has to be all of them nor does it state that it must be written approval.

Posted by DCrane 21 days ago.

Info Request

does it state anything about majority? my concern is that by stating must have consent of the members, it is really saying 100% approval which is not possible here.

21 days ago.

Reply

It does not say anything about majority - just consent of the members. Also, this partner did not make a capital contribution, he caused damage to the truck and trailer that are in my name, money has been missing a number of times out of the cash on hand account, and his is extremely abusive to myself and another partner. If I can't expel him and he refuses to sign the agreement of sale to purchase his interest, what are my options? I am on the hook for over $100,000.

Posted by DCrane 21 days ago.

Answer

you would have to either sue him to get him ordered out of the business or dissolve the business.

21 days ago.

Reply

Do I need his permission to dissolve the business or just send all partners a notification and accounting?

Accepted Answer

according to your description of the OA, you would need his permission/consent.

Accepts:
Expert:	DCrane
Pos. Feedback:	98.7 %
Answered:	11/2/2009

Attorney

Negotiate, Draft, and Review many complex commercial agreements each year.

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Question

How do I expel a minority partner from my business?

Optional Information

State/Country relating to Question: Pennsylvania

Already Tried:
I sent him an agreement of sale to purchase his interest in the partnership.

Info Request

I assume your parnership or Articles of Organization or corporate bylaws do not cover this?

Reply

Info Request

ok, does the OA stipulate how decisions will be made (voted upon) and whether majority vote enables amendment to the OA?

Reply

It only states that the Manager must have the consent of the members - it does not state that it has to be all of them nor does it state that it must be written approval.

Info Request

does it state anything about majority? my concern is that by stating must have consent of the members, it is really saying 100% approval which is not possible here.

Reply

Answer

you would have to either sue him to get him ordered out of the business or dissolve the business.

Reply

Do I need his permission to dissolve the business or just send all partners a notification and accounting?

Accepted Answer

according to your description of the OA, you would need his permission/consent.

Law

Have your own Legal question?

Related Law Topics:

Question

How do I expel a minority partner from my business?

Optional Information

State/Country relating to Question: Pennsylvania Already Tried: I sent him an agreement of sale to purchase his interest in the partnership.

Info Request

I assume your parnership or Articles of Organization or corporate bylaws do not cover this?

Reply

Info Request

ok, does the OA stipulate how decisions will be made (voted upon) and whether majority vote enables amendment to the OA?

Reply

It only states that the Manager must have the consent of the members - it does not state that it has to be all of them nor does it state that it must be written approval.

Info Request

does it state anything about majority? my concern is that by stating must have consent of the members, it is really saying 100% approval which is not possible here.

Reply

Answer

you would have to either sue him to get him ordered out of the business or dissolve the business.

Reply

Do I need his permission to dissolve the business or just send all partners a notification and accounting?

Accepted Answer

according to your description of the OA, you would need his permission/consent.

Related Legal Questions

State/Country relating to Question: Pennsylvania

Already Tried:
I sent him an agreement of sale to purchase his interest in the partnership.