Need help formalizing partnership in a corp.

[goskone]

FLORIDA

I own 60% of a small business set up as an S corp, my partner who owns 40% and I are having some disagreements in the direction of the company. I need to offer some formal structure laying out the voting powers of our partnership as well as laying out the repercussion if these final decisions are not being implemented.
I thought I may be able to lay out everything in a partnership agreement but I am unsure if that is suitable in a corp.
Also if my partner refuses to sign or accept the new formal agreement what are my options as the majority?

 

[LdiJ]

FLORIDA

I own 60% of a small business set up as an S corp, my partner who owns 40% and I are having some disagreements in the direction of the company. I need to offer some formal structure laying out the voting powers of our partnership as well as laying out the repercussion if these final decisions are not being implemented.
I thought I may be able to lay out everything in a partnership agreement but I am unsure if that is suitable in a corp.
Also if my partner refuses to sign or accept the new formal agreement what are my options as the majority?

Default voting rights in a corporation are based on number of shares. If you have 60% of the shares and your co-owner (not partner) has 40% then you outvote your co-owner on all issues unless your operating agreement specifies that it takes more than a 60% share to out vote other shareholders.

However, its quite the norm to have an operating agreement (not partnership agreement) that does outline these things...in the absence of one, you out vote your co-owner.