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Can my 50% partner unilaterally dissolve our company without my knowledge or consent and signature. It is fl INC.

Deland, FL |

Partnership dispute between 50% owners. Partner misappropriated business funds for personal use. No corpor agreement or resolutions outlining / governing anything and nothing in writing outlining resolution. She wants to resign and threatens to dissolve INC without my consent. She Created inc entity online -no lawyer involved.

Attorney Answers 4


  1. There is a statutory process to formally dissolve a Florida corporation. You might want to review the information at www.sunbiz.org for general information on some of the forms required for filing. I would also recommend you locate a business attorney or business litigation attorney to discuss your rights.

    NO LEGAL ADVICE: This entry is not intended as legal advice nor should you consider it as such. It is intended only as general information. You should not act upon this information without retaining professional legal counsel. Please keep in mind that merely reading this entry will not establish an attorney-client relationship. Neither Adam Towers nor Bogin Munns & Munns, P.A. can represent you until the firm knows there would not be a conflict of interest, and the firm determines that it is otherwise able to accept the engagement. The engagement would also be confirmed by a written agreement.


  2. If there are no governing documents, Florida statute governs the laws relating to business entities, including partners' rights and responsibilities. It's hard to say without additional facts, so I'd suggest retaining an attorney to advise you of your rights. Good luck.

    It is important that you understand I am not your attorney and you are not my client. Legal advice requires knowledge of pertinent facts, which cannot adequately be communicated in this manner. I am licensed in Florida and New York only so advice in any other jurisdiction is strictly general advice and should be confirmed with an attorney licensed in that jurisdiction.


  3. It is clear that you need to contact an attorney regarding this matter. Without any corporate documents, which any attorney would always recommend that you have in place, there really is not a process that you and your partner have put in place.

    The answer to this question is for informational purposes only and does not form an attorney-client relationship.


  4. If your Articles of Incorporation do not dictate authority, and there are no Bylaws or Shareholder Agreement(s) as to the authority of the type needed to dissolve a company, the Florida Statutes control and give such authority for a majority of the Board of Directors to make the recommendation to the Shareholders, then there needs to be a Majority Shareholder vote to pass the resolution to dissolve the company. If you are 50/50 owners, and there is no agreement that one of you has more authority or voting power than the other, then in this instance without anything changes, your business partner would need unanimous consent to dissolve the company.

    If you are truly concerned that your business partner would dissolve the company, and it is important enough to incur cost to prevent, you may want to hire an attorney to file for an injunction against the business partner, barring actions to dissolve the company without consent. You may want to add an action related to the misappropriation of funds as well.

    In the meantime, it would probably be best to attempt to settle with your business partner.

    This information is applicable to general situations like the one you described but may not be applicable to your situation, the extent of which is not fully known.

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