LLC registered in NV. Company operates in MS.
I began selling "widgets" online last year as a one man shop working from home. It grew quickly. I called "Bill", an old acquaintance, and offerred him a job as a customer service rep. He fell in love with the business and said that he and his friend "Sue" were interested in becoming partners. The three of us met and formed a new LLC.
Sue contributed $50,000 in seed money. I contributed the currently operating websites, client database, and the only widget knowledge. Bill was to contribute legal services and $25,000 worth of sweat equity. I own 50%, the other two each 25%.
Unanimously agreed and resolved that Bill and I run day to day ops. Payroll company put in place. I began working. No work from Bill led to me removing him from the payroll. He then voluntarily gave up his shares, which were distributed to Sue and I, two to one.
Company moves on with me as the only employee. Sue stops taking my calls, tells me that she doesn't want to know any details of the business. Come to find out Sue, who is 56, wanted a relationship with the younger Bill. Now that she will not be seeing Bill, Sue wants her money back. Operating Agreement nor the Buy/Sell Agreement gives her the right to demand a buyout. In fact, it states that I specifically have the right to force her to sell me her shares, but at my sole discretion.
Company and brand is still going strong. Sue decides to empty the bank account of more than $8,000. Checks pending, I threaten owner embezzlement charges. She returns the money.
I get contacted from a really grouchy attorney who says that I stole Sue's money and she has nothing to show for it. I furnish him with all the info, records, etc. Grouchy rolls his eyes and tells Sue that nothing has been done wrong.
Next month same scenario with a different attorney. And again the next month. Each month a new law firm accusing me of everything from flat theft to "grooming" an older woman. She has gone to her local newspaper and tv news team to tell them that our Widget Company has "scammed" her.
Operating Agreement and Buy/Sell bar Sue from suing. Mandatory arbitration is called for to settle disputes.
She has made it impossible for me to continue to run this company. I have put on hold or canceled major distribution deals in fear of what she will do next. I was advised to call a meeting and vote to dissolve the company. As major shareholder I can vote to do so whether she agrees or not. Her latest lawyer says he will sue if I do so because after the dissolution of the company, mandatory arbitration no longer is in effect and he will file suit against me personally.
So, it seems that I can't run the business and I can't dissolve the business. I have no idea where to go from here. Any advice, no matter how short, would be appreciated. I can't find anybody that will touch this for less than a $10k retainer, which is out of the question for the company and myself personally.