Can a shareholder who has been working the day to day of a company be fired?

Asked over 1 year ago - Ontario, CA

I am a shareholder of a company that a friend and I started. We added on a 3rd equal partner who along with my friend have been making some bad financial decisions. I voiced my opinion on several occasions and then one day my friend came to me saying the other partner who is also the President no longer needs my services and I should turn over all passwords, logins, etc.. to the company. Can they do this? I am the COO and Secretary of the corporation.

Attorney answers (3)

  1. Michael Charles Doland

    Contributor Level 20

    5

    Lawyers agree

    Answered . Well, I handle litigation like this all the time, and the answer is anything but simple.

    If you don't have an employment contract (or belong to a union) normally employment in this state is "at will" meaning you can be fired for any reason or no reason (but not an improper reason like belonging to a protected class, e.g. race, religion, etc.)

    An exception is "employment 'coupled with an interest' (meaning stock or LLC membership ownership" Those rules become very complex very quickly.
    Among other things a lawyer will be looking at is your bylaws or Operating Agreement.

    I urge you to get a lawyer early, not later.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may... more
  2. Phillip Monroe Smith

    Contributor Level 18

    5

    Lawyers agree

    Answered . You can be terrminated notwithstanding the fact that you are the CO and the Secretary of the company. California is an at will state, which means any employee who does not have an emplyment agreement can be termainted at the will of the employer

    The real questions are what are your rights now? You have rights as a shareholder. You have rights as an Officer, You have rights as Director. You alsohave right rights as an employee if you were wrongfully terminated. You need to seek a consult with an attorney that represents clients in shareholder disputes, employment litigation, and corporate law.

    Good luck!
    Phillip M. Smith Jr.
    Los Angeles Tax & Business Attorney
    Licensed in the United States Tax Court
    www.culvercitytaxandbusinesslaw.com
    www.corporateattorney.com
    www.worlclasslawyers.com
    Main: 323-292-4116 ❘ Cell: 562-505-1004

    THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can... more
  3. Peter Collins Freeman

    Contributor Level 10

    3

    Lawyers agree

    Answered . I join Mr. Doland in recommending that you contact an attorney, soon.

    Disputes between shareholder-employees of a corporation can quickly get out of hand, and are often very contentious. As also noted, you have rights with respect to the corporation based on your status as a shareholder, and I would be surprised if you were not also a director, but an attorney will need to review your company's records, including by-laws, minutes of actions, and any shareholders' agreement before being able to provide you with any concrete advice.

Related Topics

Termination of employment

Termination is when your employer ends your working relationship and you no longer work at the company. You must be paid for all hours worked until termination.

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