Is it legal for a person who forms an LLC who is 60% owner and then dissolves the LLC and forms another corporation without the 40% owner knowing approving or signing off on the dissolution of the LLC?
3 Answers from Attorneys
What does the company's operating agreement say about who can decide to dissolve the company?
It depends on something you chose not to tell us. The operating agreement for the LLC says what needs to happen to dissolve the company. If that was violated, then there is a problem. If that was followed, then there is not a problem. Was there a reason you didn't tell us what the agreement requires?
Usually not, but the operating agreement may have given the 60% owner that authority. Otherwise, any other terms of the operating agreement concerning notice and dissolution will apply, and failure to abide by these provisions can make the 60% owner liable to the 40% owner for damages, if any.
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