Legal Question in Business Law in Missouri

There are 3 members of the LLC that own a building. Each member contributed 1/3 towards the formation of the LLC and purchase (downpayment) towards the building. The LLC has been around since 2004 and is located in St Charles Missouri. There is NO signed Operating Agreement that we can find and none was ever signed or agreed on. (I know - mistake)

One of the members whom was also a tenant moved out of the building however maintains an interest in the building. This member continues to attend LLC meetings and has offered to maintain the LLC books or handle other LLC issues but there is another managing member who does this work.

Each year the LLC is in the RED and has requested "money from each member". The past 2 years the LLC has not paid it real estate taxes and one of the members "bailed" out the LLC from the potential courthouse steps.

The financial books are not shared with the 2 other members since the one member who is "manager" refuses to release these to the other members - especially to the member not in the building. The member who moved out no longer pays the requested year end cash calls and believes that the LLC should function on it's own and if needed secure a loan (from the members or another entity) to pay shortages.

At a recent meeting the managing member stated that the member who is no longer in the building is in default and his interest would be reduced or eliminated unless he paid the year end cash calls. The managing member stated that there is Missouri Statues that allow for this.

Please let me know if this is true. Can a member's interest be reduced if they refuse to pay a cash call but believes that the LLC should secure other sources for debts?


Asked on 12/03/10, 9:16 am

1 Answer from Attorneys

Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I can only say it does not appear that a valid LLC exists. If that's true, what you are left with is a 3-member partnership. So whatever happens (or is proposed) must be valid under applicable partnership law. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 12/08/10, 11:11 am


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