My question involves business law in the state of: Texas
Ok, I am going to not bore everyone to death, I am going to make this is short as possible.
I was approached by an old boss and his partner 8 years ago to come to their company and help build product lines and increase revenue. There are no provisions in the articles of incorporation to allow anyone more stake in the profits or ownership than the other and they are 50/50 shareholders. Our agreement was verbal to increase workflow by 50% and raise profitability by 10%. We achieved both of those numbers 5 years ago and the business has now grown 430% since that time. I have always been called an owner, made the same salary they did and got the same bonus at the end of the year. When I did check all the numbers years past, the numbers all matched up and everything was above board. Both owners have admitted to our verbal agreement to many people, passed employees, current employees and various other people we have dealt with in the industry including consultants also know of the agreement. I also have emails confirming our agreement. I have been told twice a year for 5 years, we need to work on it and get it done blah, blah, blah.
Last month we finally all go to the lawyers and start the process, we discuss things with the lawyers about our options but don’t get real far into it before I find out the old boss added some items to our agenda to deal with, they needed to update the corporate minutes, it seems as though they haven’t done them in 4 years. SHOCKER!!
We get back to work the next day and the other partner comes to me so I am aware of what is going on. He showed me that the old boss had paid himself $50,000.00 a year more in bonuses, he pays himself $250.00 more week than the both of us, he bought a $80,000.00 car for himself and put it on his tax documents that it is a corporate car… neither myself nor the other owner has ever even seen the car, no one employed by our company or any of our customers has ever seen the car. He uses his corporate card for private use buying dinners for family, travel for his girlfriend and 3 season tickets to a local pro football team. He also has the company pay his cell phone, medical insurance and car payment… none of which we get. There is much more we haven’t even found out about yet I am sure. He has been hiding all of this from everyone he knows. The lawyers are divulging this information as he releases it to them. I am of the understanding he is just getting the attorneys to write up the minutes for the company, include everything that he has done and get the other owner just to sign off on things and get away with everything he has done.
I have an LLC with the old boss(crook) and we have purchased 6 acres to move our business to, I noticed today when I signed an extension on the pre-construction loan and noticed my name, his name, the LLC listed and a signature for our main company as a Guarantor on the loan. The main company is not even affiliated and the other partner even told the attorneys he wasn’t interested in owning the land or be a part of the LLC.
I am getting out of the LLC, he knows this, I can’t trust him. I can’t just walk away leaving behind my interest in the company. I guess need to tell the other partner about the signature on the LLC land. We can’t have the partner go to jail, everyone will lose including our employees and their families. He is integral to keeping many of our customers but we can’t go on like this and we can’t have this happen again!
What do I/we do know????
Thanks for any help with this matter!

