My question involves business law in the state of: Oregon
I've been running a 50/50 partnership LLC (coffee shop) with my brother as the partner. I don't see feasibility in the spot we're in, so I'm basically done. Our lease ends in September, and my brother wants to continue operations. He wants full ownership as well. I agreed, because I want to transfer my 50% to him.
Here's the hard part... No business plan was ever made up, nor any agreements for the given case that we perform this. The only agreement we do have, however, is towards our debt (our father's the bank lender). If we are unable to break-even after a year, we each pay 50% towards the monthly loan payments. We have not done so (break-even nor make personal payments) and instead have been using the company to pay off the accrued debt with monthly payments of 260.
I don't know exactly how much debt we have, I'd say around 13,000. We ran at a loss in our first year (started up April of 2012). We do have assets since we are a coffee shop, though.
I'm looking for the best advice to transferring ownership to him. I don't know the exact details of how to go about this legally and fiscally. He made an offer of retaining half of the debt within the company, along with WANTING COMPENSATION of 2,000 (payments or working there as sweat equity). This offer made completely no sense to me, since I'm the person essentially getting bought out. I don't feel that he wants to accept the full debt of the company, but as a 100% owner, that responsibility is his to my understanding.
Ultimately here's what I want:
No stake whatsoever in the business at the end of September
Payment agreement with regards to buying bought out
No accumulated debt
Is this doable? For him to take ownership, does he have to buy out my half of assets?
Thanks for your help.