Re: Corporate Law

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On 9/30/06, Tsungai Saira wrote:
> We started 50-50 partnership with a friend of mine, Frank,
> in 2003. In 2005 we incorporated our partnership and
> formed an LLC called CF Enterprises in which we also had
> equal shares. At the begining of this year 2006, we agreed
> to sell some of our shares to Jim a friend of Frank, such
> that Frank and I had 40&37; shares each while Jim had
20&37;.
> However Frank and Jim started to oppose me in almost all
> meetings and have been paying themselves huge sums of
> money without my knowledge and they now want me out. I
> also recently found out that Jim is having an affair with
> my wife. What are my rights, please advise as to what
> course of legal action I can take.
>
> Thanks
First It is only fair to tell you upfront not a lawyer but I
think I can offer some advice. so hear it goes. first they
can not vote you out. you are a shareholder they must
purchase your shares and of course you can alwasy refuse to
sell. I am assuming you meant he bought 20% of your
corporation. About them taking salaries without your
knowledge. If these salaries were not subject to vote during
your board meeting the taking of this money is in fact
illegal. they are basicly stealing from the company. I would
in fact press charges on both of them.

just in case you meant he bought 20% of the llc. The only
people with voting in an llc are the general partners. so
they 20% you sold to your friends friend would be non voting
and would have no say so on how the company runs. the only
right he would have is the decision to sell. also taking
money without your knowledge would still be fraud.