Boca Raton, FL asked in Business Law and Contracts for Florida

Q: In 2020 I noticed the business I co-owned is registered but I am no longer listed. What is the significance?

My partner who I have recently had a disagreement, recently registered the business for 2020 but I am not listed (I was listed in 2019 as a owner/mgr). What is the legal significance of not being listed on the business as I am a 49% partner?

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3 Lawyer Answers
Heather Marie Meglino
Heather Marie Meglino
Answered
  • Orlando, FL
  • Licensed in Florida

A: Do you have a partnership agreement? Typically, that is going to control over what is on Sunbiz (I am guessing that is what you are referring to). Also, if there was not a written partnership agreement, it defaults to the Florida Revised Uniform Partnership Act. I would suggest that you have them revise to add you to the business for purposes of Sunbiz and if you do not have a written agreement between the two of you, get one immediately. An attorney can help you forecast what happens in the event of future disputes.

Bruce Alexander Minnick agrees with this answer

Bruce Alexander Minnick
Bruce Alexander Minnick
Answered
  • Tallahassee, FL
  • Licensed in Florida

A: Annual "registration" of any business entity with Florida (on SunBiz) does NOT control who actually "owns" or controls the business. Those details are supposed to be set forth in the entities partnership agreement , by-laws and/or the operating procedures.

Based on your stated facts I assume the business is an LLC composed of two people, you (with 49% ownership) and your partner (with 51% ownership); is that is that right? And although you did not say who the LLC's "officers" are, I am betting that your partner is the LLC's "managing member" (same as a president or CEO in a corporation), and you are just a member of the LLC; am I right?

Possible solution: Contact your partner and tell him he must have made a mistake by omitting your name when he filed the 2020 Annual Report; that should get the conversation started really quickly. The try to work it out, whether by agreeing to give it another try or by him buying you out properly. DO NOT THREATEN HIM.

Marisa Portuondo
Marisa Portuondo
Answered
  • Miami, FL
  • Licensed in Florida

A: Without knowing what kind of business entity you have (LLC, partnership, corporation, etc), it is not possible to give you a complete answer. I agree with the other attorneys that the corporate documents that outline your relationship will control what happens here. If there are none, it will depend on the type of business entity.

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