My partner wants to close business because they feel I didn't manage it well. The business was was my idea, my business name, all my work. They feel like I mismanaged and asked to close the business, but wants to keep control the corporation so they can take it over and run the business when they see fit. he refuses to let me out of the "partnership" because of the business debt and said I cannot have the name back. Since he won't invest anything else, and we have nothing to keep the business running we closed the business location. I'd like to take my idea and restart it. Do I have to change the name? We never discussed if a partner wants out. No contract or non-compete signed or discussed. I'm the corp organizer and filer and President.
Securities / Investment Fraud Attorney
Who gets what will depend on: 1) ownership of the shares of the corporation; 2) the articles of incorporation and bylaws of the corporation; and 3) any additional side agreements you have with investors.
From your question, it sounds like your investors have a controlling stake in your business. If so, your investors should be able to control the disposition of corporate assets, including your trade name.
Without an agreement with your investors, starting a new business with the same name is a dangerous proposition.
You need a lawyer to review all of these documents and give you guidance on your options.
It sounds like an attorney would be able to guide you through the process of starting a new company, and you would likely be better off changing the name.
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That is a very complex question and will depend on many factors, most of which you did not post. You should have a good business attorney review the entire situation and advise you. Unless there is a lot of money at stake, most likely the best course of action is to negotiate an amicable separation with your partners.
You should promptly seek competent legal advice from a Georgia business attorney who is well-versed in business breakup issues such as this, and who understands how these issues can play out in court. Because you don't have a written partnership agreement, many of these issues can be tricky. As there are business debts that you may be held personally liable for, paying for qualified legal advice would be a wise investment at this point. Good luck.
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