Do I have any legal options to remove my partner from corporation for dereliction of duties and ethical reasons. We both get equal salery.

We formed corporation 1.5 years ago.We both have a 50% share. My partner had put in some capital (not sure how much)over this time. No notes olr loans were drawn up.Recentl he took 5k out of account without my knowledge, causing checks to bounce and causeing hardship for company.Over this time he has had many **** issues, not gone to work on many occassions,used business account as personal account and said he would put money back. I have no way of tracking this.He is in charge of operations and on many occassions my foreman cannot get in touch with him.I end up doing both his and my job.Sales

Asked on June 30, 2009 under Business Law, Massachusetts


B. B., Member, New Jersey Bar / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

Your partner's conduct, as you've described it, is seriously improper.  Before you do or say anything else about this situation to anyone, as far as possible, please talk to an attorney in your area, who can review the detailed facts with you, and so provide reliable advice about what you need to do next.  You can't go to the attorney who you might have used to represent the corporation;  this lawyer will be representing you.  One place to look for counsel is our website,

A corporate officer, even one who is a major stockholder, owes a very strict duty to act in the corporation's best interest.  Undocumented, unconsented and unrepaid "loans" taken from the corporation tend to look a lot like theft, in court.

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