Legal Question in Business Law in Alabama

Removing a member of an LLC

I am the majority member of a two person LLC. I want to remove the other member due to violations of the operating agreement and the Alabama Limited Liability Act.

The operating agreement states that expulsions of members have to be voted on and approved by a majority. It also states that each persons vote will be in accordance with profit distributions (55% in this case).

Am I within my legal right to expel the member with my 55% vote?


Asked on 2/26/07, 3:46 am

1 Answer from Attorneys
Chip Browder Hubbard, Smith, McIlwain, Brakefield & Browder, PC

Re: Removing a member of an LLC

the short answer, yes you as majority owner may have that right, but you should consult with an attorney before proceeding forward.

Alabama law imposes upon you as the majority owner of a closely held business entity, the fiduciary duty to not "suppress" the minority -- not take an unfair advantage of your partner -- not squeeze them out -- not take profits and/or a salary for yourself and preclude them an equal opportunity to benefit from the business.

This duty is imposed by law on you as a majority owner regardless of what the operating agreement might otherwise provide.

you must, MUST proceed carefully.

if we can be of assistance please let us know. good luck, and have a blessed weekend and Lord's Day. Chip

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Answered on 3/02/07, 6:41 pm


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