Legal Question in Business Law in Georgia

I currently own a LLC janitorial company in Georgia. I own 51% of the company, and my only other partner owns 49%. We received a favorable offer to sell the company but he refuses to do so. At the moment, he can't afford to buy my shares of the company. I want to sell asap as it is a favorable offer. As majority owner, in the State of Georgia, can I force the sale? We have a partnership agreement but no buy/sell or operating agreement. I'd be happy to include the partnership agreement for someone to look over.

Here is what is says from the agreement

11. RIGHT OF FIRST REFUSAL. If either partner at any time decides to sell their interest in the business, the remaining partner shall have first opportunity to purchase the other half. The sale price will be determined based on three months gross revenues at time of sale, excluding any assets. Assets (including equipment, tools, vehicles, etc) will be priced based on their depreciated value at time of sale. If the remaining partner decides to not purchase the other half the business partnership will be sold to a mutually agreed party based on a pre-determined sales price.


Asked on 2/27/14, 12:25 pm

1 Answer from Attorneys
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

As most purchases of small businesses are done via an asset sale, that provisions will most likely not be relevant. I.e. the company sells all or most of its assets to another person or company. The actual ownership interests of your company are not sold/transferred.

As such, does the LLC agreement address who can make a decision to sell all or substantially all of the assets of the company? A good one should, but if not, you would be free to make the sale. However, be sure that the decision to sell the assets is based on what is best for the company and not for your personal gain. You don't want your partner to have a valid minority oppression claim if he dissents to the sale.

Read more
Answered on 2/27/14, 12:48 pm


Related Questions & Answers

More Business Law questions and answers in Georgia