Our registered agent formed an llc in Delaware. They made an initial resolution that listed a potential member. This was done because the person was going to open a bank account. However the group no longer wants anything to do with her. No operating agreement was signed. Nothing was signed by anyone as of yet. Can the initial resolution be voided? What is the easiest way to deal with this? Have the person voluntarily withdraw via paperwork? Can that be done even of there is no operating agreement in place?
1 Answer from Attorneys
In an LLC, a member does not simply give up their share, rather a member has to sell it, because every portion of an LLC's total membership interest has to be accounted for. Therefore, if the person agrees to withdraw then it is best to draft proper legal documents that evidence the sale otherwise the LLCs membership interest on the books may not accurate reflect reality.
However if she is not willing to voluntarily withdraw and sell then even though the documents may be silent as to her being a member of the LLC, she could claim and use the registered agent as a witness that it was always the intent of the group for her to be a member. This will present a real problem if the company is successful and she could demand a % of it or even in day to day operations when a decision by all the members may be needed and she may refuse
It's probably best if the group uses an attorney to take care of the matter and avoid costly problems in the future!
Contact me office anytime for help on this issue.
Roman R. Fichman, Esq.
www.TheLegalists.com │ @TheLegalist
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