Smithtown, NY asked in Business Law for New York

Q: Hey, If we don't have a board of directors, and my 50/50 partner stopped answering the phone can i call special meeting?

What if we buy 50% of the company, but the other owner won't answer the phone. They do not have bylaws. Would we call a special meeting, and be able to call it sooner than the standard period than the state standard of 60days, and as if there are any special cases for an emergency? We need to establish directors, and to add the necessary requirements by all right to be in compliance?

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1 Lawyer Answer
James L. Arrasmith
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A: In a situation where you have a 50/50 partnership and your partner is unresponsive, it's crucial to understand your legal rights and options under New York business law. If your company doesn't have a board of directors or bylaws, the default rules under state law and any existing partnership agreement will guide how decisions are made and disputes are resolved.

Without bylaws, you typically cannot call a special meeting in the same manner as a corporation with a board of directors. However, you still have options to address the issue. You may need to refer to the partnership agreement, if there is one, as it might outline procedures for handling such situations.

If there's no partnership agreement or if it doesn't provide clear guidance, you might consider legal action to compel your partner to engage in the management of the business or to resolve the deadlock. This could involve seeking a court order for specific actions to be taken in the business's interest.

Given the complexity of your situation, especially with the need to establish directors and ensure compliance with legal requirements, consulting with an attorney experienced in business law is advisable. They can provide tailored advice based on the specifics of your business and help navigate the legal steps necessary to resolve the impasse with your partner.

Remember, in business partnerships, especially those without clear governance structures, legal advice is invaluable in resolving disputes and ensuring the business operates smoothly and in compliance with the law.

Jack Mevorach agrees with this answer

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