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P. Simmons
P. Simmons, Attorney
Category: Legal
Satisfied Customers: 34939
Experience:  16 yrs. of trial experience
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Anybody there?
, i own only 45% of may company, llc, my

Customer Question

Customer: hi anybody there?
JA: Thanks. Can you give me any more details about your issue?
Customer: i own only 45% of may company, llc, my partner has 55%, what rights do i have?
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Submitted: 1 year ago.
Category: Legal
Expert:  P. Simmons replied 1 year ago.

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?

Customer: replied 1 year 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: replied 1 year ago.
Also; will i be able to get out in the future; the company is in delaware; LLC
Expert:  P. Simmons replied 1 year ago.

Thank you

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

Customer: replied 1 year ago.
i have only 45%; i've seen the papers; but i haven't got any copies
Expert:  P. Simmons replied 1 year ago.

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

Customer: replied 1 year ago.
We've registered the company; got an EIN
Expert:  P. Simmons replied 1 year 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.

Customer: replied 1 year 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?
Expert:  P. Simmons replied 1 year 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.

Customer: replied 1 year ago.
by the default laws; of the state; do i have any decision making rights if i own only 45% of the business?
Expert:  P. Simmons replied 1 year 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.

Customer: replied 1 year 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.
Expert:  P. Simmons replied 1 year ago.

Responsible how? Personally liable?

Customer: replied 1 year ago.
if someone sues us for example.
Expert:  P. Simmons replied 1 year ago.

Thanks

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

Customer: replied 1 year ago.
it was created as a LLC.
Expert:  P. Simmons replied 1 year 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.

Customer: replied 1 year 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?
Expert:  P. Simmons replied 1 year 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.

Expert:  P. Simmons replied 1 year 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.