Legal Question in Business Law in Texas

partnerships

I am one of two owners of a company called Airrosti Center Inc. www.airrosti.com

6 months ago my partner and I decided to add another partner (making it a 3 way partnership). Since that time some things have taken place to where they are acting as if they own 2/3 of the company versuses my 1/3 however the articles of incorporation state only the two original partners and although I've requested the by laws of the company they won't give me access to them (Could they be making them up?) We never entered into a formal agreement with this 3rd partner.

My question is what kind of legal action/documentation must take place in order to make this person a partner?

I'm no longer interested in him being a partner is there a way the two of them could be putting something together legally making him a partner with out my signiture?

Although I originally agreed to make him a partner it has not worked out and the two of them are trying to get me out of the company which from my view point I own 50% of.

Basically if you could break down what legal actions have to take place to add a partner and what the possibilities are that he could be added with out my knowledge I would appreciate it.

Thank you

Steve


Asked on 10/15/06, 7:10 pm

1 Answer from Attorneys
Peter Bradie Bradie, Bradie & Bradie

Re: partnerships

Since you are dealing with a corporation, you don't have partners; you have shareholders. If you are presently a 50% shareholder, I'd assume you are also a director as well as an officer.

The directors need to decide whether to issue additional shares to bring in a third shareholder. The number of share #3 will buy will determine his percentage of ownership.

For example, #1 owns 500 shares, and #2 owns 500 shares. If they decide to issue 500 more to #3, then each will own 1/3 of the corporation.

But if #2 decides to sell 250 shares to #3, then #1 owns 50%, #2 owns 25%, and #3 owns 25%.

If there are only 2 directors, and #1 wants #3, but #2 doesn't, the board will deadlock and cause a dissolution of the corporation.

Get in touch with a local business lawyer and see exactly how the situation can be resolved.

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Answered on 10/16/06, 2:19 pm


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