What to Do When Your Co-Owner Refuses to Sell (or Buy You Out)

When a business relationship stops working, an amicable buyout is ideal. But co-owners don’t always agree, sometimes because of “bad blood,” money constraints, or a belief they can get a better deal elsewhere. In rarer cases, a co-owner would rather shut the doors than see the business continue without them. These real-world roadblocks are common in owner disputes.

Start with your governing documents

Pull your operating agreement (LLC), bylaws/shareholder agreement (corporation), or partnership agreement. Many include buy-sell provisions with trigger events (death, disability, deadlock), valuation formulas, rights of first refusal, or mandatory sale clauses. If the contract provides a path, courts typically expect you to follow it first. Mediation or arbitration clauses may also channel how the dispute gets resolved.

Indiana legal pathways when talks stall

If it’s “not reasonably practicable” to carry on the business consistent with the operating agreement, a member can ask an Indiana circuit or superior court to judicially dissolve the LLC under Indiana Code 23-18-9-2. In practice, courts may wind up the company or supervise a sale when the owners can’t move forward.

A shareholder can seek judicial dissolution for deadlock when directors or shareholders can’t break stalemates, and the business is being harmed under Indiana Code 23-1-47-1. Courts can appoint a receiver or custodian to manage the company, preserve assets, and even break the tie while the case proceeds.

If the dispute is over co-owned property (for example, business real estate or a jointly owned rental), any joint tenant or tenant-in-common can file a partition action in the county where the land sits under Indiana Code 32-17-4. The petition must describe the property and the parties’ interests and is typically supported by a title search. Depending on feasibility, the court can order a partition-in-kind or appoint commissioners and order a sale with proceeds divided among owners.

Practical playbook

• Build leverage with facts: Gather the governing documents, cap table/ownership ledger, financials, appraisals, email trails, and any prior offers.

• Price the deal: A neutral valuation often narrows the gap even when emotions run hot.

• Protect the business: In litigation, courts can issue status-quo orders to prevent asset dissipation and keep payroll and vendors paid while owners negotiate.

• Mind taxes and licenses: Transfers may trigger tax consequences and require updates to registrations or licenses; plan before you sign.

  
  

Bottom line

You usually can’t force a co-owner to buy or sell absent a contract or statute that provides a mechanism, but Indiana law does offer pathways for deadlock and co-owned property that can lead to an orderly exit, sale, or court-supervised wind-down. When stakes are high, a tailored strategy that starts with your documents and, if needed, uses Indiana’s dissolution or partition statutes is often the fastest way to clarity.

Ready to explore your options? Book a consultation today to map out the next steps for your situation.