Need my two partners out of LLC, new business

[Arielle]

West Virginia

I entered into a 33/33/34% partnership with my former boss and her husband. Huge mistake. The husband was to quit his job and work full time, but he now refuses. the wife, the 34%, is suicidal and controlling and refuses to work with me. They, against my wishes, financed startup on credit cards because she has a bankruptcy. They don't know I have capital, because I decided to save it in case the arrangement didn't work out, and it isn't. We are still in the red, but the startup was small, i can easily cut a check and take it and I want to. The business is showing huge potential and starting to bring in money.

They refuse to make a marketing plan, they are lying to clients about things and they suddenly decided I was going to be the salesforce and when i told them what i thought we should do, she became irate and then they informed me that I am voted out of the business 2-1. We have no agreement in place, only WV law. I don't think they can just vote me out.

I have proof of her suicide attempt (call to poison control center) and proof that i've been busting my butt for 3 months to get us where we are and proof that they refuse to even consider talking to any professional to try and resolve this mess. This is my hard work and they are about to destroy a wonderful comminity product/service. I have years of successful business experience, building them from the ground up and selling for a profit, I know what I'm doing, but I thought I knew them well enough and I don't. I can't believe I put myself here, but they had lots of others snowed too.

Please, any intelligent advice appreciated. I really don't want a court battle because I'm afraid the name will suffer or the product won't get the attention it needs.

[Texas Pooh]

You need to consult a local business lawyer. Your rights in this situation are governed by the membership agreement your signed with your partners, or, if you didn't have such an agreement, by WV LLC law.

Only a good lawyer can advise you how the agreement or WV law will apply to your facts.

However, in general, a minority member has few rights, and, in fact, it is quite possible that the other members can (a) decide how to finance the business and (b) vote you out. Typically, the members' rights are spelled out in the LLC agreement; if you don't have one, state law generally defaults to a majority-rule.

[RuGa]

Texas hit the 'nail on the head' with what he said....I would suggest 'leaving' the LLC (make sure everything is in writing) and go off on your own and start your own business. Of course this is assuming there is no 'non-compete' clause...NEVER take a minority stake in a company where you do most of the work.
And remember the old adage: Business and friends DON'T mix...

Business is business and where money (or potential) is involved, the money always wins (unfortunately in some cases)...