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I am a 50/50 partner in a chapter S corp. I want the compamy…

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I am a 50/50...

I am a 50/50 partner in a chapter S corp. I want the compamy to join a professional assn and she does not want the corp to join. Do I have a right to join the as a corp without her permission. She threatens to sue me if I join.

Lawyer's Assistant: No, you can ask a one off question to try things out. Because laws vary from place to place, can you tell me what state this is in?

Pa

Lawyer's Assistant: Has anything been filed or reported?

No

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

In the past we have agreed that if one person says no to an idea then we don't do it. In this case we do not have both partners agree.

Submitted: 10 months ago.Category: Legal
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Answered in 4 minutes by:
10/3/2017
Lawyer: Roy Hadavi,
 replied 10 months ago
Roy Hadavi
Category: Legal
Satisfied Customers: 1,505
Experience: Attorney at Law Offices of Rosenstein & Associates
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Hi. My name is ***** ***** I am a licensed attorney with extensive business law experience. I would be happy to provide assistance. Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only.

In the instance where both shareholders (you referred to them as partners) in a corporation have equal interest in the corporation it certainly poses problem for taking actions without unanimous consent. Unless the bylaws provide for this type of action to be taken without a majority vote, you would be bound by Pennsylvania corporate law and the bylaws, which would require a majority vote.

If you were to take this action without a majority vote in favor of the action, the other shareholder could sue you for breach of fiduciary duty. However, it is not clear what damages the corporation would suffer from these actions. Therefore, absent any damages to the corporation, the most the other shareholder could sue you for would be an injunction to prevent the action and force you to cease the action.

Thank you so much for allowing me to help you with your question. I have done my best to provide information which fully addresses your question. If you have any follow-up or clarification questions, please ask! There is no additional fee. If I have fully answered your question(s) to your satisfaction, I would appreciate you rating my service (hopefully Excellent/5 stars!) at the top of the screen. Otherwise, I receive no credit for assisting you today. I thank you in advance for taking the time to provide me a positive rating! A BONUS is also appreciated if you feel I've earned one today.

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