My Business Partner Runs Everything and Withholds the Accounts: What Can I Do?

If your business partner runs the company but refuses to show you its accounts, you can request information and access to documents through the procedures available for your company. You do not have to manage the business or hold a majority stake to exercise the rights attached to your ownership interest. Start by reviewing the company’s governing documents, requesting specific records and keeping evidence of the response. If access remains blocked or serious irregularities emerge, court action may be necessary to obtain documents, challenge decisions or seek measures affecting management.

Being an owner and managing the company are different roles

In many small businesses, one owner handles sales and production while another controls banking, payments and bookkeeping. That arrangement can work for years. Problems arise when the person in charge starts saying “I take care of that”, delays financial statements or provides only a revenue figure without explaining expenses.

An owner holds an interest in the company; a manager runs its activities and represents it within the scope of their authority. The same person may perform both roles, but they remain distinct. Contributing more money or holding a larger stake does not make the company’s assets personal property or eliminate the other owners’ rights.

It is also important to establish the legal relationship you actually have. Lending money, working in the business or receiving a promise of an ownership interest does not, by itself, establish that you are a member or shareholder. Before deciding what to claim, review the governing documents, amendments, transfers and relevant registers. An Argentine SRL, an SAS and an informal business arrangement may require different approaches.

Your right to access company accounts

Article 55 of Argentina’s General Companies Law recognises the right to inspect company books and records and request reports from management. It is an important tool for members of SRLs, Argentina’s limited liability companies, that do not fall within the statutory exception for mandatory oversight. It enables you to review management even if you do not hold a management position.

The rule does not apply in the same way to every company. For SRLs subject to mandatory oversight, Article 55 provides an exception unless the governing documents state otherwise. In sociedades anónimas, or SAs, oversight generally operates through corporate bodies; those that validly dispense with a statutory supervisory officer, known as a síndico, have the inspection rights provided by Article 284. Review the company’s actual structure before sending a generic request.

For an SAS, a simplified joint-stock company, the constitutive instrument must be read together with Law 27,349 and the company-law provisions that apply on a supplementary basis. The law allows flexibility in governance and an optional supervisory body. It also requires bookkeeping, financial statements and records such as the minutes book and share register. That flexibility does not permit management without records or information for shareholders.

Access must be exercised in good faith and in a way compatible with the company’s activities. It does not entitle you to take its files, obtain someone else’s personal banking passwords or disclose commercial information. Depending on the circumstances, an inspection can be arranged at the company premises with professional assistance and confidentiality safeguards.

Which documents should you request?

“Show me the accounts” expresses the problem, but does not clearly define the information you need. It is more useful to identify a period and the documents needed to reconstruct what happened: for example, the latest completed financial year and subsequent transactions explaining a debt or a reduction in funds.

Financial statements and decisions: balance sheets and other financial statements, their notes and reports where applicable, approval minutes and decisions concerning profits, loans or investments. An income statement shows the result for a period; a bank balance alone does not explain whether the business made a profit or a loss.

Income, expenditure and supporting records: sales records, expense receipts, banking documentation for company accounts and reconciliations, insofar as they are relevant to the oversight rights you can exercise. If you do not understand a payment, ask for the recipient, purpose and supporting document.

Debts and sensitive transactions: loans, outstanding cheques, guarantees, tax debts and significant contracts. Transactions with another business owned by the manager or with related parties deserve particular attention, as they may involve a conflict of interest requiring explanation.

You do not need to request every document in the office indiscriminately. A specific request makes it easier to assess whether the response is sufficient and identify what remains unexplained. An independent accountant can help interpret the records; a lawyer determines the scope of your rights and how to enforce them.

A balance sheet does not answer every question

The law requires certain financial documents to be available to owners before they are considered. Article 67 of the General Companies Law requires the statements and documents it lists to be available at least fifteen days beforehand. The applicable documents and requirements must be checked against the company’s legal form.

This matters because voting on financial statements without an opportunity to examine them prevents an informed decision. Receiving a balance sheet does not make subsequent questions about its supporting records irrelevant. If an item groups together substantial payments without detail, it may be necessary to inspect the underlying transactions.

That review must be distinguished from a standalone court claim for an accounting. In formally organised companies, access to information and assessment of management follow specific corporate mechanisms. The general accounting rules in Argentina’s Civil and Commercial Code should not automatically be applied to every disagreement between owners. First identify the relationship, the obligation and the appropriate claim.

How to act when answers never arrive

First, gather evidence of your ownership interest and the company’s operating rules. Check who manages it, how meetings are called, which body supervises management and whether there is a dispute-resolution clause. Not having a separate owners’ agreement does not remove rights arising from the law and the company’s governing documents.

Next, make a request that can be evidenced. Specify the documents, period, explanations required and a proposed arrangement for access. Keep evidence of receipt and the response. Depending on the circumstances, a formal notice with proof of delivery may be appropriate. The response period should reflect the request and its urgency: there is no single deadline suitable for every case.

If access remains blocked, use the relevant internal procedures. You may need to request discussion at a meeting, ask the supervisory body to act or have objections recorded. Do not sign an approval of documents you have been unable to review without considering the consequences. Corporate decisions may be subject to short time limits for challenge.

Keep emails, messages and documents obtained lawfully. Do not respond to withheld information by taking cash, changing locks or blocking access on your own initiative. Those actions may harm the business and create another dispute over your conduct.

What can you ask a court to do?

If internal procedures do not resolve the problem, a court claim should be designed around what is missing and what can be proved. It may seek access to or production of documents, challenge a corporate decision, remove a manager or claim compensation for loss. These remedies are not interchangeable or automatic consequences of silence.

Removing someone from management does not remove their ownership interest. An irregularity also does not guarantee compensation: a damages claim requires analysis of the conduct, the loss and who has standing to bring it. Loss to the company’s assets is different from direct loss suffered by an individual owner.

Where a manager’s acts or omissions place the company in serious danger, Articles 113 to 116 of the General Companies Law provide for interim court intervention. This may involve appointing an observer to monitor and report, a co-manager or a manager, with duties and a term set by the judge.

The law requires evidence of the claimant’s ownership interest, the danger and its seriousness, exhaustion of remedies under the governing documents and the filing of a removal action. It also requires security for potential harm caused by the measure. Courts assess whether intervention is appropriate restrictively. A disagreement over expenses or a delayed response does not, by itself, amount to that danger.

If there are concrete indications of unjustified withdrawals, disappearing records or debts threatening the company’s continued operation, the urgency should be assessed immediately. The aim is to protect the company through a measure proportionate to the risk, preserving its operation where possible.

A Córdoba case: documentation made the difference

In “Martinat, Gabriel Nicolás c/ I+DA Argentina SAS y otro”, Córdoba’s 52nd Civil and Commercial Court ordered the manager’s removal for just cause in Judgment No. 1 of 3 February 2025. The action was brought by a shareholder holding 15% of the company.

The court assessed multiple irregularities supported by documents and reports from a court-appointed co-manager. These included cash withdrawals with no justified destination, difficulties accessing the accounts and insufficiently explained transactions. The lack of information formed part of a pattern of serious failures; removal was not ordered simply because one shareholder distrusted another.

The judgment also explained that attempts at an internal solution should not become an insurmountable obstacle where proven circumstances made them futile. That assessment was specific to the case. It does not mean prior meetings or requests can always be omitted. The practical lesson is to document both the irregularities and the steps taken to obtain an answer.

An example: sales are growing, but no one explains where the money is

Imagine that you own 30% of an SRL not subject to mandatory oversight. Your partner is the manager, sales appear to be growing and you are told “there are no profits”. When you request information, you receive a screenshot of the bank balance but no supporting records. Meanwhile, payments are made to another company owned by your partner.

This warrants review, but does not yet establish that funds have been diverted. There may be debts, investments or legitimate expenses. The first aim is to reconstruct income, expenditure and related-party transactions through records. If management refuses access, an information problem has been identified; if the records reveal unjustified transactions, the scope of the dispute changes.

You cannot simply take 30% of the cash yourself. Owning an interest does not make you the direct owner of that percentage of each payment received. Profit distributions depend on distributable earnings, financial statements and valid decisions. Access to the accounts enables an informed discussion; it does not authorise unilateral withdrawals.

Restoring transparency without destroying the business

Sometimes the most useful outcome is an agreement on regular reports, shared documents, controls over related-party transactions and meetings with recorded decisions. If the relationship has deteriorated too far, an exit based on a supported valuation may need to be negotiated. Without reliable information, it is also difficult to know what your interest is worth.

Our Spanish-language guide to what an owners’ agreement should include explains rules that help prevent these problems. Our comparison of SAS and SRL structures for a business in Argentina, also in Spanish, covers organisational differences that affect working relationships between owners.

If a dispute already exists, our business and company-law practice in Córdoba, Argentina can review your ownership interest, governing documents and available records to define an information request and assess further measures. The appropriate approach depends on what is happening and the response you need.

Frequently asked questions

Can I request information if I hold a small stake? Yes. A minority interest does not remove the information rights available to you. The procedure and scope depend on the company’s legal form, its oversight arrangements and the applicable rules.

Do I need an owners’ agreement to see the accounts? No. An agreement can organise access and reporting, but legal rights and obligations also exist. The company’s governing documents and legal framework must be reviewed.

Can I remove my partner for withholding information? Removal from their management position may be considered through the relevant corporate or court procedures. This requires assessment of the seriousness, evidence and prior steps; it is different from excluding them as an owner.

Does withholding information prove that my partner took money? No. It requires clarification and may amount to a breach of duty, but diversion of funds must be proved. Requesting documents and obtaining professional review helps distinguish the issues.