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?

Related Topics:
3 Lawyer Answers
Heather M. Meglino
Heather M. 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.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.