Me and the ex wife own a business together. For tax purposes she owns 51% of the company. But does not do anything for the company. It was a dumb mistake, I know. I have discussed removing her from the company and she seems to be ok with it. What do I legally need to do to fully remove her name from the company and her "role".
It is impossible to provide a definitive answer to this question because (a) you have not described the type of legal entity that you and your ex formed (LLC, general partnership, etc.), and (b) no one on Avvo has reviewed the relevant agreement for that entity (if there is one).
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It depends on a lot of things: what type of entity, is there an operating agreement, if there is then what does it say, are there tax implications to removal, etc. At a minimum, you likely need to file updated forms with the Secretary of State and have an internal document that shows the change with her approval. Depending on whether the company holds assets or has insurance policies and whatnot, there can be a whole slew of other steps involved. You'll want to show your operating agreement to an attorney who can better decipher the answer to your question.
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Attorneys Schultz and Lepore have made very helpful points. To begin, be sure to have a business lawyer involved in this, in order to ensure that the transition is properly effectuated. You, your ex-wife and the lawyer need to examine any relevant corporate governance documents--e.g., an operating agreement if your business is an LLC, a shareholder agreement if this is a corporation, or a partnership, limited partnership or buy-sell agreement if this is a partnership of some kind--and preliminarily ascertain what the rights of the parties are in the event of a buyout. Any such agreement that currently exists will provide most of the clarity on how to proceed; otherwise, the provisions of your state's LLC, corporation or partnership statute would provide default rules about terminating the partner relationship. If there is no existing agreement to address this, a lawyer can draft an instrument that memorializes your ex-wife's surrender of her 51% interest, as well as terms relating to buyouts, custody of business property, final distributions, etc. While it is entirely appropriate for you and your ex-wife to sit down and identify the main points of agreement or disagreement without a lawyer, you should absolutely have a business lawyer involved if your conversations lead to a negotiated arrangement for your ex-wife's departure from business affairs and ownership. Avvo's "Find a Lawyer" feature can help you efficiently research local lawyers under the "Business," "Partnership," "LLC" or "Corporate/Incorporation" practice categories. An experienced lawyer under any of these categories should be able to offer competent legal advice in this situation. Best wishes to you both in reaching an amicable resolution of this matter.
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