General, common law partnerships are not as prevalent as corporations, limited liability companies, limited liability partnerships, or other statutory entities registered with the Missouri Secretary of State. A partnership may arise legally, however, if parties are not careful. Co-ownership and sharing of profits between one or more persons, without anything more formal (written or otherwise),…
Legal Articles
Partnership Dissolution
A general partnership typically exists when two or more persons carry on a business as co-owners for profit. Stuart v. Overland Medical Center, 510 S.W.2d 494, 497 (Mo. Ct. App. 1974). It is more specifically defined as a “a contract of two or more competent persons to place their money, effects, labor and skill, or…
Business Valuation in Divorce
In divorce proceedings, assigning a value to a private business interest (whether owned by husband or wife) often leads to large disagreements when dividing property. Publicly traded interests (e.g., publicly traded stocks) are easy because those values are readily available. Private interests, however, are much more difficult because small businesses can be more economically volatie…
Corporate Dissolution & Discontinuance, Shareholder Disagreement
There are a number of ways a corporation can be dissolved through a lawsuit in Missouri. Some of the methods depend on the nature of the corporation (e.g., close corporation, statutory close corporation). There are a few which further depend on whether the directors, officers and/or shareholders are in a “gridlock” or “stalemate” with respect…
Corporate Litigation: Involuntary Dissolution and Liquidation
Generally, corporate “dissolution” refers to the termination of the corporation. It can happen voluntarily or involuntarily. In Missouri, certain corporations may be involuntary dissolved based upon a lawsuit by a shareholder. Dissolution of a corporation is an equitable action granted by Missouri statutes. Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. Ct. App. 1992)….
LLC Dissolution and Winding Up
What does it mean for a Limited Liability Company (“LLC”) to enter into “Dissolution” and/or “Winding-up?” A Dissolution in relation to a LLC generally occurs when there is a change in the number or status of the Members of a LLC. Think of it like a Dissolution of Marriage. All the Members (i.e., owners) of…