Legal Question in Business Law in Massachusetts

if i have 51% of company can fire everyone and take control of company 100%


Asked on 6/09/10, 11:24 am

2 Answers from Attorneys

The short answer is probably not. First, you owe a duty to your minority shareholders or owners.

You do not state if you are a partnership, corporation or LLC. Absent an agreement or a cause that would otherwise give you the right to terminate a co-owner, there is case law in MA prohibting the termination of co-owners, shareholders or members. If you are a partnership and you have a partnership agreement, you may have a right to force the dissolution of the business and try to buy the assets of the business. If you have no partnership agreement, then you can seek a statutory dissolution.

Similar restrictions apply to corporations and LLC's. You may have control but you cannot just freeze the minority partners out of the company.

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Answered on 6/09/10, 2:37 pm
Kevin B. Murphy Franchise Foundations, APC

As the other attorney says, there are a number of factors involved. Is the entity a corporation, partnership or LLC? Are there shareholder agreements? Consult with an attorney in your area for specific advice.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney

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Answered on 6/09/10, 4:01 pm


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