If I have a DBA as a sole proprietor, can my 2 silent business partners go behind my back and make an LLC for my business name and cut me out?

UPDATED: May 30, 2012

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If I have a DBA as a sole proprietor, can my 2 silent business partners go behind my back and make an LLC for my business name and cut me out?

I have a DBA and have been operating a business with 2 “partners”. There has been talk of going LLC, and we were looking into it. Meanwhile the other 2 members went and filled out LLC papers without me and without my name using my DBA name. Is there anything that I can do?

Asked on May 30, 2012 under Business Law, Michigan


FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

If you have a fictitious business name filed in your name and it is valid, for your two silent business partners to register a limited liability company with the very same name in the same state where your fictitious business name is being used is legally improper on many grounds.

First, they owe you a fiduciary duty as business partners. Second they are taking the use of a name for one business to the detriment of the one they are involved in. I suggest that you consult with a business attorney about possibly getting an injunction against your business partners over what you are writing about.

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