My brother and I each own 50% of a company. How do I remove him?

He barely ever comes to work and performs none of his job responsibilities. He does not own any other properties, he is just a 50% shareholder of the company and I own the other 50%. Can I get rid of him without having to liquidate the company?

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4

I have to assume that you have no partnership agreement, and therefore no standard buy/sell clause, which would force the issue. You cannot force anyone to sell their shares, and it is particularly sensitive in your case, because you are dealing with a close family member. The first thing you need to do is get a valuation for the company from a professional business valuator. If you want an approximation of what the business is worth than just Google sites that provide free basic valuation tools. With facts in hand, offer your brother a fair market price for the 50%. This may be accompanied by a formal letter specifying why the sale of his shares would be a win-win deal for both of you. It seems that you are the active partner and your brother is a passive investor. Persuading him to sell should not be that difficult, as long as he sees that he is getting a fair deal.

If you have already tried to persuade your brother but were turned down, then I would force the issue by bringing in an impartial arbitrator, who can act as an unbiased go-between.

You expressed your reluctance to liquidate the business, but if you can't work together or come to a fair deal, this may still be the best course of action; and then you can each go your own way

3

I don't think you can simply remove him, if you both earn equal shares then you both have equal rights meaning you cannot override him. Is this all drawn up officially, if so then there really is no way to remove someone, if its not, then its less complex from a professional point of view but then you have the moral problems. I would suggest you sit down and go through any issues you have because this is going to be the best way to move forward and you may feel he wants to get out of the business anyway, often people feel differently to what we initially expect.

If you have both decided that your brother wants out and its been drawn up professionally and you both have shares, consult your accountant or an accountant and ask how this can be done, they will advise what work is involved and any cost.

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