What Are My Rights As Partner in LLC
My question involves business law in the state of: alabama
I started a LLC two years ago with one other person. This year she was started withholding information and I was informed two weeks ago by a referral source that her supervisor was informed that the name of our company was changed. When I confronted my partner about this, she stated that she started another company and that I had to let the original company go since the EIN is connected to her social security number. She also told me that she had a copyright on the company's name so I had to start another company with a different name and EIN.
I want to continue with the original company, but she refuses to give me a letter of resignation. What are my rights and what steps do I need to take to remove her from the original business. She clearly stated that she wants nothing to do with me or the original company which is great, but I do not want to go through the hassle of starting another business. I plan to get another partner so the structure of the company will remain the same, a two partner LLC with each partner being equal.
Thanks in advance
Nikki2012
Re: What Are My Rights As Partner in LLC
What does the contract you both signed when beginning this LLC say?
Re: What Are My Rights As Partner in LLC
Company names don't qualify for copyright. Refer to trademark law. - www.uspto.gov
From www.copyright.gov FAQ's page;
Quote:
Can I copyright the name of my band?
No. Names are not protected by copyright law. Some names may be protected under trademark law. Contact the U.S. Patent & Trademark Office, 800-786-9199, for further information.
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Can I copyright my domain name?
Copyright law does not protect domain names. The Internet Corporation for Assigned Names and Numbers (ICANN), a nonprofit organization that has assumed the responsibility for domain name system management, administers the assignation of domain names through accredited registers.
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How do I copyright a name, title, slogan, or logo?
Copyright does not protect names, titles, slogans, or short phrases. In some cases, these things may be protected as trademarks. Contact the U.S. Patent & Trademark Office, 800-786-9199, for further information. However, copyright protection may be available for logo artwork that contains sufficient authorship. In some circumstances, an artistic logo may also be protected as a trademark.
Re: What Are My Rights As Partner in LLC
We never had a contract, we started out with 3 partners and we are all listed as equal partners on the articles filed with the state but the third partner dropped out in January of 2011
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Thank you for the information
Re: What Are My Rights As Partner in LLC
Well, what ever you do, don't get into another partnership without a partnership agreement stating what your rights are. At this point, your rights are what ever a judge says they are under Alabama law. Who knows what that will be?
EIN numbers are not associated with a person's social security number in any way. The LLC exists and the EIN number is its tax ID number. If you are a member of the LLC on the state's records, you should likely file restated articles of organization naming yourself as the sole member, and also as the registered agent. It would be up to her to sue you if she disagrees with this. If she has registered another business under the same name, you'll have to sue her.