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I need help with a business partnership dissolution. I can…

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I need help with a business partnership dissolution. I can give a detailed account of what I am asking on this or should I wait until I am connected with a lawyer?
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1/5/2018
DrakeLAW
DrakeLAW, Attorney
Category: Business Law
Satisfied Customers: 1,038
Experience: Attorney at Drake Law Firm PLC
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Hi, my name is ***** ***** I look forward to helping you, please give me a moment to review and possibly research answers to your question.

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Please give me some idea of the issue and I will respond, thank you.

DrakeLAW
DrakeLAW, Attorney
Category: Business Law
Satisfied Customers: 1,038
Experience: Attorney at Drake Law Firm PLC
Verified
DrakeLAW and 87 other Business Law Specialists are ready to help you
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Customer reply replied 7 months ago
I started a contracting business in 2009. I was a class A commercial, farm and home improvement contractor. After the market crashed I wanted to get into the trades. I took on a 50-50 partner who was a master tradesman in plumbing, gas and hvac. This allowed us to do business in the trades under my class A license (he didn't have a contractors license to conduct business) The past 3 years we have filed partnership returns with a K1 because our business is an LLC pass through entity. We are $13K in debt and our only assets are 4 work vans (1998, 2001, 2003 & 2005) We have a small amount of supplies.I have agreed to let him keep the supplies and we agreed to split the vehicles because with the condition they are in, even if we sold the we wouldn't have enough to pay off our current debt... and would also force both of us to have to buy new vehicles to do our own separate businesses. He is trying to make separating difficult and claiming that since I made him a 50% partner, I can't dissolve the partnership. I am attaching our VERY basic partnership agreement that is 2 pages.I understand that by me keeping the EIN that the tax debt $2700 an, loan debt $10500 will all fall on me and if he doesn't pay his portion I will have to go after him in civil court for his portion. But while I'm operating the business, those obligations will fall on me. My question is how can I legally remove him from the business if he doesn't want to agree to leave? I know that I could walk away and since I have the contractors license, he wouldn't be able to conduct business anyway. But I don't want to relinquish my EIN number and have to start that process all over again. He can't buy me out and I have already had to start using my personal credit to keep the business afloat. And even though he isn't doing the work, he still expects to be paid weekly the same as I am even though he isn't doing the work. Likewise, had I not used my personal credit to pay for our insurance premium and workmans comp premium, we would have legally had to shut down anyway. I'm trying not to hurt the 2 employees we have working for us by having to shut down temporarily while he is removed. But I am also not trying to have to financially keep this afloat and he benefit without contributing or doing any work.
Phone call session started

I can do the call in about 1.5 hours. Does that work for you?

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Customer reply replied 7 months ago
the number provided was my cell phone so I will have it with me. What number will you be calling from? I want to make sure I don't miss your call. It is 10am my time so I will look forward to your call around 11:30

Ok, the calling number shows as coming from San Francisco, CA.

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Hi Derick,

Which company has the EIN that you are concerned about: Valentine Construction and Investing or Reliance Home Comfort LLC?

What type of entity is Valentine Construction and Investing?

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Customer reply replied 7 months ago
Valentine Construction and Investing has the EIN I am concerned with. Reliance Home Comfort is just a dba that we operated under. But the legal name, ein and everything else all falls under Valentine Construction and Investing. It is an LLC. Always has been even when it was just me.

Ok. I am trying to find the easiest out for you. Is he a member of Valentine?

Does he think he is a member of Valentine? or Reliance?

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Customer reply replied 7 months ago
Since Reliance was only a dba he feels he is a member of Valentine Construction. I am willing to completely do away with the dba if that makes it easier. I'm not beholden to either name... I just want to keep my longevity

Ok that's what I figured. Normally a dba is not another LLC or entity. But I am concerned that the Articles that were filed are enough to support his position that he is half of Valentine.

I think I have this boiled down for you. Two options:

1. If you are 50/50, there will be no way for you to force him out. It would have to be a negotiated resolution or filing suit to dissolve the LLC.

2. Become a 51% owner then use that majority ability to file amended Articles of Organization that says a member can be expelled for failure to contribute capital (under statute § 13.1-1027(D)), assuming he fails to contribute capital.

Does that make sense?

Happy to answer follow-up questions on the above or talk again.

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