Legal Question in Business Law in Maryland

I am 50% owner of a MD closed Corp. I found many documents that my partner forged my name on as president, on a loan as a guarantor and on bank documents. I spent a year accruing large legal bills trying to buy her out (which she agreed to when I first confronted her with her actions). She has not cooperated, has refused all my offers and clearly doesn't want to buy or sell. I finally resigned as president and left. She now is running the business with no president, not giving me any financial documents or seeking my required shareholder votes on any decisions. I want the company dissolved. I am trying to file for involuntary dissolution but do not know how and can't afford more lawyer fees. There must be a form or standard protocol to submit to the circuit court. HELP!!

Asked on 5/20/13, 10:56 am

2 Answers from Attorneys

G. Joseph Holthaus III Law Offices of G. Joseph Holthaus
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You may need a decision from Court to enforce your termination and dissociation from the company. SDAT may likely terminate your capacity as President but this alone may not absolve you from liability. This requires some work by an attorney as there are a number of matters to address.

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5/20/13, 11:15 am
Cedulie Laumann Arden Law Firm
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The scenario you described is difficult but not uncommon. It unfortunately illustrates how painful it can be to remove oneself from a business venture if proper planning wasn't done at the very beginning. The first place to look is your By-laws, which may have provisions for disassociation, dissolution, etc. If your bylaws are silent and you have no buy/sell agreement, then you'll need to look to the statutes and case law for guidance.

How you go about shutting down a business depends in part on what state the entity finds itself in -- for instance, does it have unpaid creditors or not? Is it insolvent or not? Does it have assets that must be liquidated? Was the corporation itself damaged by the other owner's actions? (you mentioned fraud/forgery)? Was this co-owned by spouses now going through a divorce or are the parties unrelated?

There is no "standard form" for business litigation and much will depend on the specific facts of the case and what type of relief you seek. The Maryland State Law Library is open to the public and might be a starting point after looking at your specific corporate documents.

While I hope this general legal information helps, please understand that it does not offer legal advice and does not create any type of attorney/client relationship.

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5/20/13, 1:35 pm

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