Thanks for that additional information;
if the agreement is silent as to withdrawals in regards ***** ***** then one would need to apply to the court to get permission for withdrawals if the parties cannot come to an agreement.
However, it sounds like one prefers a buy out; so in that case, the parties would need to agree to a buy out amount (if the operating agreement does not address that; and unfortunately many do not, particularly if a significant other is a partner)
So if no agreement cannot be arrived at, the party wishing to dissolve the corporation may do so under the following statute:
7-114-301. Grounds for judicial dissolution. (1) A corporation may be dissolved in a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A corporation may be dissolved in a proceeding by a shareholder if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) The corporate assets are being misapplied or wasted.
A buyout is another option under this statute:
7-64-701. Purchase of dissociated partner's interest. (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 7-64-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2) of this section. (2) The buyout price of a dissociated partner's interest is an amount equal to the value of the partner's interest in the partnership. Interest shall be paid from the date of dissociation to the date of payment. (3) Damages for wrongful dissociation under section 7-64-602 (2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. (4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership obligations, whether incurred before or after the dissociation, except partnership obligations incurred by an act of the dissociated partner under section 7-64-702. (5) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3) of this section. (6) If a deferred payment is authorized under subsection (8) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.
So generally the partner would bring a motion for dissolution and the other party would propose a buyout if they wished to remain in business.
Also partners owe one another a fiduciary duty so if one partner is receiving income while the other is being unreasonably denied that is a breach.
You may want to first try mediation to see if a buy out agreement can be reached.
It is not a good idea to take money unless specifically authorized under the operating agreement as that can be a breach of fiduciary duty.
Once we are finished on this I can send this to the moderators and ask them to remove identifying information- I am an individual contributor and dont have access to that.
Further questions? Please post here to continue the chat.
Satisfied? Kindly rate positively so I receive credit for assisting you. I hope that you feel I have earned
5 stars 🌟🌟🌟🌟🌟*****
as I strive to provide my customers with great service. ☺️
(no additional charges are incurred).
Information provided is for educational purposes only. Consultation with a personal attorney is always recommended so your particular facts may be considered. Thank you and take care.