my partner is refusing to sign any legal documents that he is a 2/3 owner and the manager of the company (trying to hide himself in case if something goes wrong but he is giving me the excuse that he owns an other entity)
he does get checks under his personal name
but not sure if that is good enough to prove that he is the manager of the company and if anything goes wrong he will be responsible for all the company's operations, or everything will fall on me just because the company is under my name ?
when i asked him to add his name he said that he doesn't want the company anymore and he will take all business to his other company and leave me with company paperwork and unpaid off trucks what should i do if he does ? i mean he brought all the business but he was getting paid to do so
You have not mentioned what type of company this is (LLC, corporation, etc.). It's a good idea to have business agreements and ownership arrangements in writing. The type of arrangement you appear to have raises red flags.
Sit down with a TX business lawyer and try to get this straightened out.
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I concur with my AZ colleague. You need to visit with a Houston-area lawyer who can review the documents surrounding your business formation, and assist you with an analysis and game plan.
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It sounds very much like you should consult with an experienced business lawyer immediately to help you sort these issues out and move forward as your business associate clearly does not intend to honor your previous agreements.
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It's not clear to me whether this is actually a partnership, LLC, corporation or some other type of business, or whether you have any written agreement with this person, or what any oral agreement might have been. That's the first thing to consider, which can't be done without a detailed discussion and review of whatever documentation there may be.
It 's unusual for the dispute to be that someone won't claim their ownership portion of a company, and that makes me think that perhaps the company isn't really worth anything and has more debts than assets. In that case, it's time to break out the documents and determine who is really liable for the debts.
There is no way to sort any of this out without sitting down to review all the documents with a lawyer.
I would also ask about the written or oral representations each side made before the entity was formed, as these are significant keys to (i) understanding expectations and how they were not met, and, (ii) can relate to legal theories that provide remedies against the other partner, including a right to profits as expected or a refund of all investment.
Terri is right about needing to know the form of the business - as that will tell you the rights each of you has under our Texas Business Organizations Code. That Code sets the basic rights of owners in an entity if there is not a written agreement. It also determines when an owner must complete certain procedures to make a claim. For example, a derivative proceeding is one where the owner asserts the rights of the entity because the owner does not have enough voting power to cause the entity to make the claim. This may occur if a majority owner takes company property and just leaves. The entity holds the right to sue to recover the property, as a general matter, and not the minority owner. But the statutes do contain exceptions. So knowing what type of entity it is links to knowing what remedies exist.
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There is a lot to unpack here. Do you have a partnership agreement with him? What type of entity is the business under? LLC? Corp? Partnership?
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