bobonlongisland
New Member
6 years ago, i started a small S corporation in NY wtih two partners. we did not put partner a or b into the corp papers as they were still employed with our common employer, and i was just giving notice. a few months after starting the corporation, we signed a partnership agreement, stating that we are partners, put up 5k each...etc...
i worked the first 9 months without a salary and worked the business. partners a and b assited on a part time basis, during the evening. the proceeding 2 years saw a growth in the business and since partner B did not want to leave the secure weekly salary job, partner A bit the bullet and left teh company to join me. the two of us worked the comapny and took it to the next level, signing on many new clients. meanwhile, partner b stayed until that company finally closed in sept of 2002. Unbeknown to us, partner B was given 20k in severence pay, and then collected unemployment benifits for a year, before joining us in April 2004. By the time parter B came to work for us, he started with a salary the same as mine and partner A. so while i worked for 5 years, some without pay..just getting by, and signing on cleints. 100% of the clients were brought in by myself and partner A, while all legal responsibilites of the business over the last 6 years have fell on my shoulders..namely, legal research, compliance issues, business license, insurance, contracts, agreements are under my name only and meeting clients, getting new clients etc...were my doing.... Since i feel that partner B has not pulled his weight, has not brought in one client, has not bothered to get licensed, and refuses to sign checks etc and is not functioning as a partner, what are my legal options available to me.
can I get out of the partnership agreement and assign shares to partners A and B as i see fit?
I want to raise my salary to reflect the fact that i am the managing partner and is this possible to do as i feel this has become un-equitable. Can i disolve the corp and re-open under another name? the partnership agrement says i can give 30 days notice to opt out.
does the S corp trump the partnership agreement? do i have to abide by the partnership agreement? and since i am the sole shareholder of the S corporation, can i do as i see fit?
pleasehelp
i worked the first 9 months without a salary and worked the business. partners a and b assited on a part time basis, during the evening. the proceeding 2 years saw a growth in the business and since partner B did not want to leave the secure weekly salary job, partner A bit the bullet and left teh company to join me. the two of us worked the comapny and took it to the next level, signing on many new clients. meanwhile, partner b stayed until that company finally closed in sept of 2002. Unbeknown to us, partner B was given 20k in severence pay, and then collected unemployment benifits for a year, before joining us in April 2004. By the time parter B came to work for us, he started with a salary the same as mine and partner A. so while i worked for 5 years, some without pay..just getting by, and signing on cleints. 100% of the clients were brought in by myself and partner A, while all legal responsibilites of the business over the last 6 years have fell on my shoulders..namely, legal research, compliance issues, business license, insurance, contracts, agreements are under my name only and meeting clients, getting new clients etc...were my doing.... Since i feel that partner B has not pulled his weight, has not brought in one client, has not bothered to get licensed, and refuses to sign checks etc and is not functioning as a partner, what are my legal options available to me.
can I get out of the partnership agreement and assign shares to partners A and B as i see fit?
I want to raise my salary to reflect the fact that i am the managing partner and is this possible to do as i feel this has become un-equitable. Can i disolve the corp and re-open under another name? the partnership agrement says i can give 30 days notice to opt out.
does the S corp trump the partnership agreement? do i have to abide by the partnership agreement? and since i am the sole shareholder of the S corporation, can i do as i see fit?
pleasehelp
