Legal Question in Business Law in Texas

Partnership/ Inc./llp

My husband went into business with an associate several years ago. (General Contractor). Because of some IRS problems he couldn't be on the bank accounts. His partner takes care of the books and the contracts. He (husband) runs the labor crews. The partner Incorp the company at the advise of his mother (an attny). They named my husband VP of the corp.

To make a long story short, the partner has gotten them into trouble several times by not keeping good records. My husband wants to start his own business and get away from the problems with the partner. He doesn't want any money (not that the company has any), He just wants out. He has been dragged to court and to the DA's office several times because of things his partner has done or not done. How can he get out of this mess? Can he just resign from the board? He is currently personally liable for anything this partner does and has no control over anything.

Help!!!! Thanks.

--name removed--


Asked on 2/15/02, 9:43 am

1 Answer from Attorneys
Peter Bradie Bradie, Bradie & Bradie

Re: Partnership/ Inc./llp

If your husband's name is on an assumed name certificate filed with the county, he can file a withdrawal of assumed name with the county clerk, assuming that hasn't already been done. That separates him from the previous partnership.

Your husband should send a letter to the corporation resigning as direct and as any other officer he may be. The incorporation did your husband a favor, since officers, directors and shareholders are rarely held personally liable for corporate debts; unlike partnerships where all partners are personally liable for partnership debts.

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Answered on 2/15/02, 10:57 am


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