Criminal Law Questions? Ask a Criminal Lawyer.
Hi - my name is ***** ***** I'll be glad to assist.
Generally, you can do this without court intervention if the partners agree to dissolve the company. But, in this case, where there's apparent misgivings, misrepresentations and breaches of fiduciary duties, etc., you're probably going to have to file a petition in court for the dissolution of the corporation and have a court sift through the assets and debts and determine who gets and who owes what.
You likely have a claim against the partner for breach of his fiduciary duty and also possibly misappropriating privileged information/trade secrets of the company.