Legal Question in Business Law in New Hampshire

LLC business change

I have a LLC in the state of Nh with a 50/50 partnership....I need to change the status of one member to a silent partner. What has to be done to get this asap.


Asked on 6/19/07, 5:01 pm

2 Answers from Attorneys

Lawrence Graves Coolidge & Graves PLLC

Re: LLC business change

Several possible ways to structure this, part depends upon the operating agreement unless both parties want to set it aside and start fresh with a modified relationship (as seems likely). One can create a basket of rights known as "shadow equity" which includes appreciation rights, profit participation, but no actual ownership of equity. However, your tax advisor should be brought into the loop as there may be tax consequences of the restructuring.

Best wishes,

LDWG

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Answered on 6/19/07, 9:41 pm
Bruce L. Dorner Dorner Law Office

Re: LLC business change

The answer to your question will be based upon the terms and conditions set forth in your Operating Agreement. The impression I have is that you need a major shift in operating control and will likely need significant changes. The limited information you provide does not make clear if there is equal ownership or if there are two partnerships as owners of the membership rights in the LLC. The area of LLC law is somewhat complex due to the flexiblity provided by the statute. I suggest that hiring an attorney is likely your best course of action.

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Answered on 6/20/07, 8:54 am


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