Can my business partner dissolve our company?

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I have a 15% stake in a web agency. We have been building a product that is owned by a company that is 100% owned by our web agency company. Is there any way to stop my business partner setting up his own new company and selling the the product to that company for $1, say? Or anything similar? He has ultimate control of the companies, there are not other stakeholders involved.

Attorney Answers

3
Michael J. ThomasIntellectual Property Law AttorneySan Francisco, CA ·
The answer depends on how your company was organized (LLC? S/C-corp?partnership?), what your governing documents (operating agreement, bylaws, partnership agreement) say, and what your interest is based on (shares, etc.). If the business is a partnership, then your partnership agreement will control. If you are a shareholder in a corporation and your partner is a director, you may have the right to file a derivative suit for breaches of fiduciary duties (self-dealing, etc.). Again, knowing the type of business formation is crucial to determining your rights. You should consult an attorney to review your situation and advise you.
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William Bernard 1953771.Html ·
Candidly, you should have set up a formal business entity that contained an operating agreement with the appropriate provisions creating and preventing specific scenarios for your protection. In this instance, your "partner" has no incentive to execute any such agreement--at least according to the facts as you have stated them. DISCLAMER: The information provided by WFB Legal Consulting, Inc. is disseminated for educational purposes only, and is not to be construed as legal advice. Do not take any action, postpone any action, or decline to take any proposed action based on this information without first engaging the representation of a licensed attorney at law in your State of residence.
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Dana Shultz ·
The information that has been provided is incomplete and a bit confusing. A lawyer would need to analyze all of the relevant facts and documents to render advice concerning the parties' respective rights and obligations. If this matter is important enough, you should retain an experienced business lawyer to advise you.
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