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I have a business I am trying to dissolve. I have 1 investor

with a 10% stake, am...
I have a business I am trying to dissolve. I have 1 investor with a 10% stake, am I able to dissolve without her consent eventhough our agreement states I need consent?
JA: What's the contract for? Who are the parties?
Customer: Partnership Agreement for a web business we started in 2009 but never really took off and hasn't been operated since 2013
JA: What state are you in?
Customer: Oklahoma
JA: Anything else you want the lawyer to know before I connect you?
Customer: no
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Answered in 10 minutes by:
8/7/2017
Infolawyer
Infolawyer, Attorney
Category: Business Law
Satisfied Customers: 58,946
Experience: Experienced lawyer
Verified
Greetings! I am a legal expert on the site and am working on your question.On review of your facts, you have a good case.You can dissolve if you get consent where required or by application to the court.martindale.com and findlaw.com are both excellent lookup directories. Both highly rated. Both used by lawyers. Easy to search and find local options.By being prepared and pressing your claim, the other side should feel the pressure and consider the risk of losing and legal fees. That realization can help bring about a settlement!Please let me know if that is acceptable and feel free to reply back and follow up
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Customer reply replied 5 months ago
What is the penalty for dissolving without consent? The company has had zero income for over 4 years now. Partner and I are no longer on speaking terms
The minority holder procedurally could sue but sounds like there are no losses to recover so no real risk here at all.
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Customer reply replied 5 months ago
She's invested nearly 750k and I invested 300k+.
Could she sue for return of investment? Would that make any sense for her to do that? It's a web based business, the concept was brand new, we gained several hundred members but did not result in any sales Hardly and none in past few years .
www.designmebuyme.com
It was an investment, not a loan. I see no basis for her claim. I would try to get investor to agree to reduce risk of having to deal with it if this investor is litigious.
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Good luck.
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Kindly rate me five stars.
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If I can clarify or explain anything further, just ask me. kindly rate me 5 stars.
Infolawyer
Infolawyer, Attorney
Category: Business Law
Satisfied Customers: 58,946
Experience: Experienced lawyer
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Customer reply replied 5 months ago
As previously mentioned she invested into 2 companies the one I mentioned above is no longer in being operated and the other one is barely hanging on but I need to dissolve the one we discussed above to get financing for the other, would that give me legal grounds to dissolve without her consent? Our contract states dissolution requires all parties. However we are no longer on talking terms. The investor and I discussed in person in December 2014 to "change" the business from wholesale to retail which would be a different business all together - could that conversation count as somewhat of an agreement that would allow me to decide course of action?

If you have majority you generally have the power to do so over objection and can always do so on application to the court.

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Customer reply replied 5 months ago
We do not have any shares split up, but in agreement she was entitled to 10% of the profits only. It never specified any particular ownership although the agreement is called a partnership agreement. I am the manager of the LLC and in control of all decisions - would that be considered majority in the eyes of the court?

If nothing in writing confirming you have majority, and dont have consent, may need court approval first

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Customer reply replied 5 months ago
How long does it usually take to get consent from the court? All this is time sensitive I have a pending loan approval but it requires me to dissolve the company to get the loan so we can keep our other company alive. In your opinion what's worst-case and penalty wise I'm looking at if I dissolve the company without approval?
My plan would be to dissolve the web based business as it sits today, then pay the web design company to make the changes the investor and I discussed and we open it under a different name so there would not be a loss per say it would be essentially the new business Direction we had discussed. In this scenario would opposing counsel or court see it my way or focus strictly on dissolution?

You can have a lawyer seek to expedite and ask the court for this. Process can take a few weeks

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Customer reply replied 5 months ago
If I file for dissolution but then make few fundamental website changes and reopen under different name, is that possible?
You are free to open a new!
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