Friend is banned from her own company

Visas, Permits, Passports and Naturalization
1
Hi everyone. A friend of mine is facing legal issues at work—I would love to get some tips from you all about it. I will try to keep this as short and vague as possible:

Since some years, she has owned a company alongside two other women. My friend owns 45%. The others own 45% and 10% respectively, and agree with each other on everything (putting them always in a 55% majority).

There has always been disputes between the three of them regarding how the company should be run. In the past few months, these have gotten much worse and they have now all agreed to separate, and have a meeting next week there they will negotiate the terms.

My friend does two primary things in the company:

1. behind-the-scenes admin work

2. in-person coaching

Here is the problem. Until their negotiation meeting next week, the two other women have banned my friend from entering the company. They have told her that she is not allowed to come in and do her coaching and has taken all her clients away from her. On top of that, they have also told her that she is not allowed to even set foot on the premises. They still want her to do the admin work. My friend was so flabbergasted by this that she (verbally) agreed.

...are they allowed to do this??! To me this sounds like the equivalent of someone telling me that I am not allowed into my own house. Is there a law that allows them to enforce this? Or is it just a ridiculous demand from their side that my friend can just choose to ignore?

(My advise to her would be that she just shows up anyway—what can they really do?! Things have gotten ugly at this point anyway...)

We would appreciate any feedback or tips! Thank you so much everyone!

2
It depends on what kind of company it is. Mere ownership of a company does not necessarily allow you to manage it. E.g. even though I have shares in Novartis I do not get to enter the Novartis premises. The company - represented by its management - get to decide whether they issue a "Hausverbot" or similar.

If she is a "Geschäftsführer", i.e. has a management position, then things become more interesting. Then the question is whether the bylaws allow the others to exclude one member from managing the company.

3
Except it is not her house, It's the premises owned by a separate legal entity, directed by the management of that entity, not the legal owners of the entity. For instance buying a share in UBS makes you an owner of UBS, but it does not give you the right to have a snoop around the local branch office whenever you feel like it.

My advice to you would be to tell your friend to seek legal advice and then keep out of it. Your bad advice, although given with good intention, could cost your friend their business.

4
What did she agree to? The whole thing, or still doing the admin work?

Definitely consult a legal expert. She will, most likely, be an employee of the company, and that might be an angle. It's almost that she's been summarily dismissed without any notice.