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In need of an attorney to assist me with the dissolution on my real estate business.

Los Angeles, CA |

The corporation is 50/50 but the other partner has mislead our clients by telling them that even though our company is no longer, she will make sure that I get my 50% of the commission. She assured them that we had an agreement to make sure that happens. I have not heard from her since she decided to dissolve the business 2 months ago. Basically, she has put me out of business. She changed all our our lead generating resources, faxes, and phone calls to be directed to her. Closed our bank accounts, kept our commissions. I am getting letters from her attorney insisting that I sign the agreement drafted to dissolve the business. I have not signed anything. I need to make sure that I am entitled to my share of the business. Please advise.

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Attorney answers 4


You are correct that you should not sign anything unless and until you are satisfied that you are getting your entitlement. It sounds like you may need an accounting done before you agree to voluntarily dissolve and wind down the corporation. If you cannot come to an agreement, then a lawsuit for dissolution and winding up may be necessary to ensure that there is judicial supervision of the dissolution and to ensure fairness. The advantage of a lawsuit (although expensive and time consuming) is that you will be entitled to conduct discovery to obtain documents and other evidence you need.


Your partner has a fiduciary duty to you. She has breached that duty by misappropriating clients and assets to herself.

She cannot unilaterally dissolve the corporation. Both of you have to agree or get a court order of dissolution.

Do not sign anything. You need an accounting of the assets and liabilities, the return of corporate assets, and perhaps the appointment of a receiver.

An experienced business attorney in the LA area is a must for you to hire.

The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change. Attorney is licensed to practice law only in the State of California. Responses are based solely on California law unless stated otherwise.


Your co-shareholder in this corporation is trying to cheat you, and she's commited the tort if breach of fiduciary duty, which exposes her to punitive, as well as compensatory damages. That gives you could legal leverage, but you have to protect your rights by hiring a lawyer to deal with her lawyer.

You need to do a complete accounting of the corporation's assets and receivables, to see what your fair share is. It seems she's trying to force a buyout of your share, rather than dissolve the corporation and start her own sole proprietorship, but until the documents are reviewed, no one can tell what's really going on here. Whether you need to enjoin her further usurption of corporate opporturities, or file a lawsuit for her past acts, hire a lawyer immediately.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.


Correction: Either party can dissolve the corp by filing for involuntary dissolution where that party owns 33 1/3% of the shares and there has been misconduct by the other party.
Corp Code Sect. 1900(a)(2) and (b). You can expect that she will allege such misconduct by you if she files.
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(Bryant) Keith Martin

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