I have a Delaware entity with full control and I brought a partner that I gave about 45% of the outstanding shares. My partner did not like how I ran the business and left. The original business concept was all mine and I have put a few thousand dollars so far to run the company while my partner put nothing and didn't contribute much. And honestly the company doesn't really have anything yet. We now probably need lots of capital since we are barely about 2 months old.
I want to issue new shares and give opportunity to my partner to invest as well if they would like (10 day notice). I will be issuing huge amounts of shares which will bring my old partner's equity percentage down to about 0.5% if they don't invest. (price per share will be the same as the initial par value)
My question is, even after giving proper notices and opportunity to buy shares, and especially since my company barely has value right now, will I be liable for issuing so much shares? The company honestly needs the capital because the upcoming expenses that we soon will face is a most for running the company's business plan. Right now I have full control of the company and my partner doesn't have any preemptive rights but I am still offering them opportunity to participate with a 10 days notice. We will be raising 10k.