What to do when a partner stops answering calls?
Dead calls from a partner are not just a sulk; they are an alarm signal for your assets. When communication in the board dies out, you risk losing control over cash and people, so you must act according to a cool plan before emotions burn down the company built over 9 years.
Securing bank accounts and access in 24 hours
The first step you must take within 24 hours of identifying a communication block is to check the logs in the banking system. If the partnership agreement provides for joint representation, your funds are relatively safe, but if the partner has an independent token, you risk uncontrolled outflows. In March 2024, we handled a case where one of the owners secured 184,200 PLN only because he sent an official letter to the bank branch at 9:15 AM, before his partner tried to transfer those funds to a private account at noon. This is not a matter of lack of trust; it is a duty to care for the company's liquidity.
At the same time, you must take care of the physical security of the office on Towarowa St or another location where you keep documentation. Do not change the locks arbitrarily, as this is the easiest way to be accused of obstructing business activities. Instead, hire a licensed security agency to monitor entry and exit. If the partner does not show up at work for the next 3 business days, document this with an official note signed by at least two employees. Such documentation will be crucial when it comes to settlements before a court or mediator, because numbers have no emotions and show in black and white who abandoned the helm.
To be honest, most entrepreneurs delay these steps, hoping the other party is just having a bad week. This is a mistake that costs an average of 23,400 PLN in lost margin alone in the first month of the conflict. Business must keep running, and you must be sure that server passwords and warehouse keys do not disappear along with your partner. If they don't answer, you must take full operational responsibility, even if you only dealt with strategy or sales until now.
A clean table and a clean account are the basis when partners' paths start to diverge under the influence of silence.
Official correspondence instead of WhatsApp messages
Stop writing on WhatsApp and Messenger. Courts and arbitrators treat these channels as unreliable, and your emotional posts could be used against you. Switch to traditional registered letters with acknowledgment of receipt. Every letter must contain a specific date and a specific demand, for example: 'Please appear at the company headquarters on November 21, 2024, at 10:00 AM to discuss current payments for 12 of our suppliers.' Such a paper trail is indisputable and shows your good will and desire to save the company's operations.
In May 2023, we conducted a separation process where one of the partners avoided contact for 47 days. Only a letter from an external proxy, delivered to his hands by courier, broke the impasse. People often retreat into silence not because they are evil, but because they fear confrontation. Designating a neutral meeting place – for example, in a cafe in Warsaw's Wola, and not in an office full of employees – drastically increases the chance that the partner will appear. Remember that your goal is not to win an argument, but to protect your financial contribution and relationships with 83 regular clients.
If the silence lasts longer than 7 business days, prepare a summons to explain the reasons for gross failure to fulfill the duties of a board member. This is a strong document that opens the way to dismissing the partner from their position, provided your partnership agreement allows it. At Corporate Bridge, we often see that the mere sight of a professionally formulated summons makes the phone 'miraculously' come to life within 2 hours. Fear of personal liability for company debts is usually stronger than the desire to avoid difficult conversations.
Managing the team in the shadow of the owners' conflict
Your employees see more than you think. If one of the bosses disappears, rumors and fear about salaries, which usually go out by the tenth of each month, appear in the team. You must call a short meeting and clearly communicate: 'The company has liquidity, we are carrying out 12 planned projects, and changes in the board will not affect your salaries.' Do not drag employees into the conflict. Do not ask them to take sides. That is the fastest way to lose key specialists, whose recruitment cost is an average of 14,000 PLN per person. Business must keep running, regardless of what happens at the top.
Last October, we saved a contract worth 64,200 PLN only because the CEO personally took over contact with the client on the second day of silence from the partner responsible for sales. The market senses blood and a lack of decisiveness. If a contractor doesn't get an email reply within 4-7 hours, they will start calling the competition. You must have access to the partner's email inbox. According to Polish labor law and internal regulations, work tools belong to the company, so you have the right to secure communications so that the interests of the company and its 47 active clients do not suffer.
Remember the authorities. Lack of a signature on a financial statement or VAT declaration results in fines starting from 5,000 PLN and months of proceedings in the Tax Office. If the deadline is in 11 days and the partner is still silent, you must file a motion to the registry court to compel them to sign. A judge in Warsaw usually gives a week for explanations. Such formal action protects you against charges of failure to fulfill duties and shows that you are keeping your finger on the pulse when the other side has abdicated.
Employees and clients cannot become hostages in a partners' war, because they are the ones who generate the value of your company.
Valuation of shares and the 'buy or sell' proposal
When the dust settles, you must propose a final solution. The most effective method in stalemate situations is the so-called Texas shoot-out clause. You value the company at a realistic amount, for example, 1,240,000 PLN, and give the partner a choice: either they buy out your shares at this price, or you buy out theirs. This is the fairest model because no one wants to intentionally undervalue the price, risking being bought out for pennies themselves. In the third quarter of 2024, we closed 3 separations in the transport and construction industries this way, avoiding years spent in courts.
Prepare an Excel sheet with 3 settlement options. The first is a cash buyout, the second is a division of assets (e.g., they take 4 cars and the branch in Kraków, you take the rest), and the third is the sale of the whole thing to an external entity. Most of our clients decide on option number two, which allows for continuity of work for the 23% of the crew who are most loyal. It is important that every zloty is documented, because in 2 years the Tax Office may ask where you got the 318,000 PLN to buy out your colleague's shares. Corporate Bridge ensures these transfers are clean and compliant with tax regulations.
Without burning bridges – that is our principle. Even if a partner ignores you today, in a year you may be doing business again in other industries. Therefore, the final agreement at the notary must contain a non-disparagement clause and a confidentiality clause regarding the terms of the separation. The average time from the moment the partner stopped answering calls to signing documents at the notary is 42 days for us. This is a short time to regain peace of mind and the opportunity to build something new on your own terms, without looking back at someone who failed your trust.
