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A company is sold without the consent of a partner. What to do?

Dear Sir/Madam,

We purchased an LLC company in 2018 for 300,000 dirhams. We invested an additional 200,000 dirhams, and I granted full executive power to the Managing Director in the memorandum of understanding, including the authority to buy, sell, and manage the company.

However, the Managing Director recently sold the shop to another company without my knowledge or consent.

We are four partners: the local partner holds a 51% stake with an 85,000 dirham investment, the Managing Director holds a 17% stake with an 80,000 dirham investment, the third partner holds a 16% stake with an 80,000 dirham investment, and I hold the remaining 16% stake with an 80,000 dirham investment.

The problem is that the partners are now claiming that the company is losing money and cannot afford to pay rent or renew its license. However, I managed the shop until 2023 and calculated the profits every month.

I received my share of the profits, and the other partners also received their share. However, when I went on vacation, they started claiming that the company was making losses and stopped paying me my share of the profits.

I know that they sold the shop and received 120,000 dirhams, but they are still lying to me and refusing to pay me my share.

I have requested the account statements for the past 11 months, but they have refused to provide them to me.

Please advise me on my legal options!

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Khalid Alsarookh Advocates and Legal Consultants
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20 Nov 2023, 09:30

Dear Questioner,

Thank you for sharing your concerns regarding your partnership with the LLC company!

From what you describe, there seem to be issues related to the misuse of executive power by the managing director, lack of transparency in financial dealings, and potential discrepancies in profit sharing.

In situations like this, it's important to closely examine several aspects:

- Review of Partnership Agreement and Company Bylaws:

It's crucial to review the company's memorandum of association and any partnership agreements to understand the rights and obligations of each partner, especially concerning decision-making and financial transparency.

- Financial Audit and Transparency:

If there are doubts about the financial management of the company, a thorough audit might be necessary. This would involve reviewing the company's financial records to assess the accuracy of the reported profits and losses.

- Legal Rights and Remedies:

Depending on the findings of the financial review, and the terms of the partnership agreement, there may be grounds for legal action if there has been a breach of fiduciary duty or misuse of executive power.

- Negotiation and Mediation:

Before pursuing legal action, it might be beneficial to attempt to resolve the issues through negotiation or mediation. However, if these approaches are unsuccessful, legal action may be the next step.

- Protection of Your Investment:

As a partner, you have the right to a fair share of the profits and the right to be informed about major decisions affecting the company, such as the sale of significant assets.

Given the complexity of your situation, I recommend a more detailed discussion to explore all legal avenues available to you.

My firm specializes in partnership disputes and corporate law, and we can provide you with the guidance and representation you need in this matter.

Please contact me via email or phone to discuss this further.

We aim to ensure your rights and investments are protected and that you receive the rightful share and information you are entitled to.

Best Regards,

Omar Mosaad

O.S Legal

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Ibrahim Al Banna Advocates & Legal Consultants
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20 Nov 2023, 10:08

Dear Questioner,

Thank you for reaching out to me with your concerns about the current situation with your LLC company.

I understand the complexities you are facing, and I am here to provide legal guidance.

Based on the details you've shared, it appears there may be issues related to the management of the company, financial transparency, and potential breaches of the memorandum of understanding.

To address your concerns effectively, I recommend taking the following steps:

- Review of Legal Documents:

I would need to review the memorandum of understanding, the agreement for the sale of the shop, and any other relevant legal documents to better understand the rights and obligations of each partner.

- Demand for Financial Documents:

As a partner, you have the right to access financial records. I suggest formally requesting the last 11 months' account sheets and any other financial documents that may shed light on the company's financial situation.

- Discussion with Partners:

Initiate a discussion with the other partners to understand their perspective on the company's financial status and the decision to sell the shop. Clear communication is essential in resolving such disputes.

- Legal Options:

If communication fails to resolve the issue, legal action may be necessary. I can explore legal options available to protect your interests, including potential legal remedies for breach of contract, mismanagement, or lack of transparency.

To proceed, I recommend scheduling a consultation to discuss your case in more detail.

Please feel free to reach out to me via WhatsApp or phone to arrange a convenient time for a consultation.

I understand the urgency of your situation, and I am committed to helping you navigate through this challenging time.

Best Regards,

Suhail Rana

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Dar Al Haqooq Legal Consultancy
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20 Nov 2023, 10:33

Dear Client,

Thanks for your question! I hope you are doing well. I will assist you in this matter.

In your situation, where there are concerns about the management and sale of assets in an LLC company in the UAE, it's important to consult with us.

We can review the company's Memorandum of Association (MoA), investigate the sale of assets, and help you understand your rights as a partner. Request access to financial records to assess the company's financial status.

For any further legal assistance, you can WhatsApp us. We have an extensive team of knowledgeable and experienced lawyers to provide the legal assistance you need.

We will be happy to help you.

Thanks & Regards,

ABDUL WAHIED

Strohal Legal Consultants
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20 Nov 2023, 19:14

Dear Inquirer,

Hope you are doing well!

Please be aware that we can handle your claim by issuing a legal notice and, if there is no response from all parties involved, including the new company, we can proceed to court.

The court will appoint an expert to review the bank statements of both companies and invite all parties to a hearing to investigate all relevant information.

However, if you can provide us with all the relevant documents for review, we can then formulate a comprehensive plan of action.

If you have any other queries, you can reach us through email or via mobile.

I would appreciate it if you could leave your review and rate our advice if it helps you. Thank you!

Best Regards,

MennaTullah

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KHE Legal Consultancy
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21 Nov 2023, 07:01

Dear Questioner,

Yes, this can't happen.

Since you are also a partner in the MOU, they can't sell this business without your consent.

Even if they wanted to amend this memorandum of understanding (MOU), all partners must agree to the changes.

At this stage, you can file a breach of contract case against them to demand access to the company's vital information. We can discuss this further in a paid legal consultation session.

Please share your WhatsApp number if you are interested in pursuing our services.

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