How to Split Your Business When Your Partner Doesn't Want To скачать в хорошем качестве

How to Split Your Business When Your Partner Doesn't Want To

Wondering about how to split your business when your partner doesn't want to? Check out this video and call our office for a free consultation. Question: What if I want to split from my business partner but they don't want me to? Answer: You may find yourself in a situation where you want to split with your business partner and they don’t want you to. What can you do? This is a really important question and a really complicated dispute that you run into. Unlike a business divorce, which is sometimes what people call it, where you can just say, “Hey, we have irreconcilable differences. We no longer get along. We have a difference of opinion about the way this business should be run. I want to terminate this relationship,” many businesses can’t end that way. If they don’t want to split the business and you do, or you don’t and they do, you have to go through a variety of steps to find out exactly how these issues can be resolved. The first thing that you would look at is a shareholder agreement or operating agreement that defines how the termination of the relationship would occur. Generally, there’s forced buyout provisions, a right to first refusal written in these agreements, especially if they’re prepared by an attorney. To the extent that they’re not, then you have to go one level higher up and that is to your articles of organization, if you’re a limited liability company, or your bylaws, if you’re a corporation. Those bylaws or those articles of organization may include language about how a termination could occur. Assuming that they’re silent on that issue as well, the next level that you would go to are your state’s statutes or regulations that deal with the entity form that you’re operating in, whether it’s a limited liability company or a corporation, which are probably the most commonly used forms. Those states will have default rules on how all of that works. There could be processes like disassociation, where you decided you no longer want to be a part of the company. You previously agreed that you were going to work there, but you’re resigning as an employee of the company, but still have ownership interest in it, and you want to go start your own business doing something totally different. You may begin a process of disassociation. There’s also the ability that you can operate a business that’s different from the one that you have an ownership interest in, and most states don’t have a problem with that, necessarily. Where the challenge becomes is when you’re running XYZ business with this business partner and you no longer want to do business with them, and you want to hook up with a different business partner and do the exact same thing. That’s when you run into challenges with fiduciary obligations, which you owe to the corporation, and things of that nature. In that regard, you may have a couple of options available to you with the ultimate nuclear option being something called the dissolution process. The dissolution process means you’ve decided to dissolve a corporation or undo a limited liability company and basically this ends the business. You may or may not have the ability to do that, you may or may not have agreement from your other business partner to do that, and you may or may not have the court agree with you that you can do that. The place that you need to look for those issues is in your state’s statutes and regulations and have an attorney guide you through that process of getting that done. If you want to just start another business, you may be able to do that. You have to consult the books, records, and laws of your particular state but, if you want to run a competing business that’s different from the one that you currently have with one of your partners or co-owners, you may have to use one of these legal processes to move on, especially if they don’t want you to move on. At any point in time, there’s always the ability to negotiate with them. At some point, you arrive at a place where there can be a resolution but you just may be too far apart right now. You can always try negotiations. If not, go to your agreements – your shareholder agreement or operating agreement – or your bylaws or articles of organization, or your state’s statutes or your common law and there may be many mechanisms for you to split, even if your partner or co-owner doesn’t want you to. Unlike states where you could have irreconcilable differences and say, “Hey, I want to divorce,” businesses don’t work like that; there are ways, however, for you to move on. If you have any other questions with regard to this, please feel free to contact us at Callagy Law. We’re here to answer this and any other questions you may have.