Legal Question in Business Law in Georgia

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?

Asked on 8/30/13, 8:27 am

3 Answers from Attorneys

Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

What does the company's operating agreement say about who can decide to dissolve the company?

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Answered on 8/30/13, 10:23 am

Glen Ashman Ashman Law Office

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?

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Answered on 8/30/13, 10:46 am
Robert Gardner Hicks, Massey & Gardner, LLP

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.

The answer to this questions is informational only, and it is not intended to be legal advise. Only an attorney who has met with you and gone over all of the specific facts of your case can give you legal advice upon which you should rely. Follow up questions are welcome via the email below, and our firm offers free consultations via phone or in person. We have convenient offices in Winder, Jefferson, and Gainesville Georgia, and you should feel free to contact our office at (770) 307-4899, via email at [email protected], or through our website:

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Answered on 9/04/13, 2:33 pm

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