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, i own only 45% of may company, llc, my…

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Hi anybody there?

Lawyer's Assistant: Thanks. Can you give me any more details about your issue?

I own only 45% of may company, llc, my partner has 55%, what rights do i have?

Submitted: 2 years ago.Category: Legal
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1/25/2016
Lawyer: P. Simmons, Attorney replied 2 years ago
P. Simmons
P. Simmons, Attorney
Category: Legal
Satisfied Customers: 37,673
Experience: 16 yrs. of trial experience
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Hello! My name is ***** ***** I am a licensed attorney with more than 18 years of experience. I am here to assist you with your questions. Please understand that if I ask you for additional information, you are NOT charged again and our communications are NOT timed. So please see this as a relaxed conversation between friends. I am here to help

Also, if you would like to chat on the phone, let me know and I can make that happen.

This depends...what does your partnership agreement say about this? Do you have a written partnership agreement?

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Customer reply replied 2 years ago
that's the thing; we created the company on the run; because we wanted to put the product out; we haven't got a written partnership agreement. It's the first time i enter a company;
Customer reply replied 2 years ago
Also; will i be able to get out in the future; the company is in delaware; LLC
Lawyer: P. Simmons, Attorney replied 2 years ago

Thank you

If you have no agreement, how do you know you have 45%?
Was this a verbal agreement?
Do you have "shares"?

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Customer reply replied 2 years ago
i have only 45%; i've seen the papers; but i haven't got any copies
Lawyer: P. Simmons, Attorney replied 2 years ago

SOrry...what papers. I thought you said there was no written agreement??

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Customer reply replied 2 years ago
We've registered the company; got an EIN
Lawyer: P. Simmons, Attorney replied 2 years ago

Thank you

If you are the "minority" holder? Your rights are to the equity (value) of the company. But if the other owner(s) consist of one one person? Then you would not have "voting rights"...or, rather, you would not have any day in the day to day operations (since the majority owner would be able to control such decisions)

You have a right to the value of your shares...so, for example, if you wanted to "cash out" you can do this...you could go to court and force sale (to allow you to get your value)

And you have the right to your share (45%) of the profits

But you would not have rights to make dad to day decisions in the company

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

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Customer reply replied 2 years ago
This kind of helps; so yes; i'm a minority holder; i have 45%; my partner has 55%. I'm not really aware of the risks i'm exposed to. Could he get me out of the company without giving me anything? Also is this conversation; private?
Lawyer: P. Simmons, Attorney replied 2 years ago

This conversation is in a public forum...so it is not "private"

If you want to chat on the phone, I can make that available.

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Customer reply replied 2 years ago
by the default laws; of the state; do i have any decision making rights if i own only 45% of the business?
Lawyer: P. Simmons, Attorney replied 2 years ago

No...that is why I asked if you had an agreement (partnership agreement). By default, if you are a minority owner, you have no decision making rights

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

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Customer reply replied 2 years ago
Ok, if clearly i got no decision making; will i be responsible for any wrong doings he might do? Like waste money; not fufill customer orders, not pay all the taxes? I got into this because i'm making all the marketing and he's making all the products.
Lawyer: P. Simmons, Attorney replied 2 years ago

Responsible how? Personally liable?

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Customer reply replied 2 years ago
if someone sues us for example.
Lawyer: P. Simmons, Attorney replied 2 years ago

Thanks

you mention LLC...IS this an LLC? It was created as such?

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Customer reply replied 2 years ago
it was created as a LLC.
Lawyer: P. Simmons, Attorney replied 2 years ago

Thanks
An LLC stands for "limited liability company"

They are designed to prevent personal liability

You are not going to be personally liable for business actions, particularly if you are not calling the shots

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

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Customer reply replied 2 years ago
another thing; if he decides not to pay me anything at the end of the year; is it illegal? do the law protect me in any way?
Lawyer: P. Simmons, Attorney replied 2 years ago

Absent a written agreement? There is no requirement they pay you.

You may want to negotiate a written agreement so you get some rights....

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

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Lawyer: P. Simmons, Attorney replied 2 years ago

Follow up,
Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

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