Can a Partial Partner Shut Down a Business?
A 50-percent partner has put more money into a business than the second partner. He has threatened to file dissolution, or to shut the business down, if the second partner doesn't put an equal amount of money into the company. Can he do that legally without the second partner? What factors should both partners consider?
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That said, unless you have a written agreement in which you promise to make more contributions, state corporate laws generally do not require that you make additional capital contributions to the business.
There are several factors the partners will want to consider before taking the step to dissolve the business. First, in order to dissolve a business amicably, there often needs to be at least a 51 percent vote of the owners. If there are two owners and they disagree about what to do, the sole recourse is to bring a dissolution action in the state courts -- which can be time consuming and expensive.
Second, if the partners are fighting over additional contributions, there could be serious and legitimate questions about the viability of the business which need to be faced squarely.
Threatening dissolution is a rather drastic move. Perhaps it's time to evaluate whether, temperamentally, the partners really should stay in business together. It might be time to discuss a buyout and go your separate ways.
Related: Prenuptial Planning for Business Partners
Related: What to Do When Your Partnership Sours
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