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I have a close friend who is a 50% owner in a restaurant which is organized as a corporation. They have been

Naples, FL |

A close friend who is a 50% business parnter in a corporation, with her now her ex-husband. They have been having strained relations which led to her not being in the restaurant for over a year, yet still involed in duties outside of the front of the house. They have been trying to negotiate a business resolution, buyout or new agreement but have been unsuccessful to date. She now informed her partner she would be back in and would be resuming her front of the house activities. He then called a staff meeting and informed their employees they were closing the restaurant indefinately due to his problems with his partner. Can she go in and open the restaurant without him?

Attorney Answers 3

  1. The answer to the question depends on the wording of the articles of incorporation, the bylaws of the corporation, and any shareholders' agreement or voting trust agreement that may exist. Your friend should consult an experienced business lawyer in her area rather than relying on second hand advice from an online legal forum.

    Disclaimer: This answer is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Actual legal advice can only be provided after completing a comprehensive consultation in which all of the relevant facts are discussed and reviewed.

  2. Corporate law is subject to County, State, and Federal statutes, regulations, and legal precedents. Your friend would be wise to consult with an attorney, otherwise he is driving blind.

    Albert Batista, Esq 9853 North Tamiami Trail, Suite 203 Naples, Florida 34108 Phone: 239-272-9327 Attorney Albert Batista is located in Naples, Florida, and provides answers to these legal questions for educational and informational purposes only, and not as a substitute for an in-person meeting with an attorney. No attorney-client relationship is created by this generic legal answer. If you would like to consult with an attorney, please feel free to call or email me to set up an appointment, or contact any of the attorneys in your area.

  3. Restaurants are extra-tricky when compared to other businesses due to the additional permits and licenses involved (e.g., liquor license, food and beverage license, etc.). The corporate bylaws will control the corporate governance, and where there are gaps, look to the statute.

    Practically speaking, there is a cost-benefit analysis that must be done/reviewed prior to taking any legal action, and in the case of business dealing (such as here), these must not be overlooked. It's not a simple matter, and I strongly encourage the parties to retain legal counsel.

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