Legal Question in Business Law in California

Re: Llc law

LLCs don't have partners, they have members, and sometimes managers. The answer to your question lies in the LLC's operating agreement. Have a business attorney review the operating agreement and related documents (e.g., any relevant meeting minutes) to determine your rights and possible solutions.

Re: Llc law

LLCs tend to fall in one of two categories: (1) "member" managers where the members/owners share management duties; and (2) centralized management where someone or a group of people is appointed to run the LLC. The only way to really tell what the rights and duties are of your other "partner" would be to have an attorney review the operating agreement and other pertinent documents. It would be impossible to advise you further without more specific information.

Re: Llc law

Duh, NO. 'Partners' i.e. shareholders, have rights, protectable by lawsuit if necessary.

If you are the shaftee, contact me if you need legal help in protecting your interests.

Re: Llc law

If you don't have an express operating agreement, which is possible if this LLC were put together by non-lawyers, a court would have to figure out what the implied understanding between the members was. In that case, the starting point would be the Form LLC-1 that was filed to create the LLC in the first place. One of the few items that must be stated on this simple one-page form is whether it is member-managed or will have nonmember managers. If I recall, the form also asks who the initial members or managers will be.

An LLC membership is personal property and if X and Y are the members, X cannot sell Y's membership to Z, nor can he give it to himself.

Further, if both X and Y have equal interests in the LLC, neither X nor Y can dispose of the LLC's property or business unless (a) the operating agreement allows this, or (b) both X and Y consent.

If there is no express operating agreement, written or oral, a court would first try to see if there were sufficient facts from which X and Y's tacit agreement could be ascertained. Failing this, the judge would probably decide the dispute on general principles of fairness and equity.

If fairness and equity come into play, the value of your non-monetary contributions would be weighed against the money contributions.

Re: Llc law

Most likely not as giving that much control to the other partner is not usually written into the agreement. If your partner is out of control you may need to litigate. Call me directly at 1.619.222.3504.