Hopefully there is someone out there can give me guidance.
For the past 18 years I have worked and instructed in my business trade. In the middle of 2009 I decided that I wanted to open my own school and go into business for myself. I did just that, except for one small problem - I made the mistake of partnering as a S-Corp with the son of the owner at establishment where the school is currently located. We partnered as xyz University and filed for a d/b/a as ex. 305-TEACHER. This is also the phone number for the school!
My partners’ contribution toward the business has been basically a start up cost 1,500 which we each contributed equally and have been paid back since. My partner who once had a gung-ho attitude about building and growing the business as well as working and teaching in the business. Has slowly changed his tune to I supply the facility and that’s a large enough contribution, I don’t agree!
On top of that our classroom area has been minimized by his family which owns the facility little by little. Therefore the amounts of classes that can be taught have gone from eight to four classes per month. I am not happy about that. I am also not happy that he hangs over my head that he provides a facility that’s worth 3,000 in rent. There facility isn’t even in use when the school operates. I have looked around and found better locations from 1,500 a month.
However, I am unsure on how to dissolve or rearrange out partnership without putting my intellectual concepts on the line!
I am responsible for putting together the whole business concept ex. 305-TEACHER. I am responsible for obtaining the phone number 305-TEACHER (prior to our partnership).
As per daily operations - I market the business, I’m telemarketing, I close all potential candidates, I am the sole teacher, and without pay! I came up with all the intellectual concepts, the curriculum, textbooks and back office administration in which the school is run. All the knowledge that I have acquired over the past 18 years has been put into the business. He has done nothing more than provide 1,500 dollars and the facility every month. In which he also receives 50% off all profits.
I don’t have a problem keeping our relationship going. However, I just want to make sure that if I were to part ways I am protected with the phone number 305-teacher, the use of the business name 305TEACHER, as well as my book! We have no business agreements in regards to who gets what and who owns what, besides being incorporated the same way Director, President, Vice President, Secretary, Treasurer.
The business phone number is in my personal phone account along with my personal cell phone. It has been this way before I ever entered into the partnership of the S-Corp. He keeps asking me to put the business number into ownership of the corporation by writing something on paper. So far I have not done so, and have decided not to. He gets the phone number, what do I get????? Do, I get any ownership in the building or family business, of course not.
At this time I also have the possibility to open a second location elsewhere as well as having an online store linked into my website. My partner does not anything about these ideas and as I am reluctant to tell him. I don’t want to do anything till I find a way to protect myself.
I don’t want him to benefit from any income that is derived from outside of his location as he is not willing to work! He just seems willing to take. This business is what I see myself doing for the next 20 years or so as it is my passion, my partner has stated to me that this isn’t HIS PASSION AS HE HAS SIDE PROJECTS.
Any suggestions on what I can do. Should I just walk away? Start over elsewhere and incorporate on my own as 305-TEACHER which the name is available according to the dept. of Corporations. They state that when using a business name as a dba xyz University does not own the name. Should I incorporate as EX.305TEACHER, inc to protect myself? I am open to suggestions??
Thanks for your time in advance.