Corporate Law Vice President

[mattanna]

I am the vice president of a restaurant corporation with 55%. My partner is listed as the President but with 45%. Recently she changed the locks on the door without my vote or knowledge and closed the restaurant. Since then she has changed banking passwords that I formerly had access to and has begun inventory and other transactions without my involvement. I have been refused a key to the property and have been demanded to return the paperwork I have kept in my home. It consists of sales tickets, receipts, payroll and invoices. She claims that if I do not give them to her, she will send the authorities to collect the property. Seeing as I am an owner with majority ownership, I believe I have as much right to the property as she does. What rights do I have? Am I wrong in assuming that her actions are not within the law? Thank you in advance for any help you can give me.

 

[lwpat]

As the majority shareholder you have the right to maintain possession of the papers. It would be extremely unusual for the police to get involved since this is a civil issue so she is blowing smoke. I assume that you have bylaws, etc. You need to immediately consult with a business attorney, get a TRO and file for a dissolution of the business. The attorney will help you take the necessary steps to freeze the bank accounts and stop any additional transactions.

 

[mattanna]

I don't have the funds to obtain an attorney and the other than equipment, there are no other assets. Can I remove myself from the corporation seeing as my rights have been violated. I really don't have the energy or funds to fight, I just don't want to be liable for any decisions made on be half of the organization since the locks were changed and I was excluded. I appreciate any advice you can give me.

 

[lwpat]

You can always sell your share of the corporation to the other party. The main problem is if you have signed any personal guarantees. You will need to get releases to aviod future liability.

 

[mattanna]

Thank you so much for your time and help.