Legal Question in Business Law in New York

Type your question here...can one partner of llc force the sale of only asset/property and divide differently than the 50/50 operating agreement due to uneven amounts each put in? things are not pleasant between them and one is not didsclosing any info on what hes up to ? he has taken control of all decisions but they seem to be something not quite on the up and up going on> please advise and on whate type of lawyer we need. Thanks


Asked on 10/07/09, 4:07 pm

2 Answers from Attorneys

Allen Kaplun Kaplun and Associates

Absent an agreement to the contrary, when there is deadlock with respect to members of an LLC, the law provides that dissolution may be in order. Of course, it would naturally follow that this would lead to a contest for control (see below). Of course, there may be other legal remedies available to you if you suspect the partner is in breach of his fiduciary duty. Please feel free to e-mail me at [email protected] or give us a call at 212-907-6413.

702. Judicial dissolution. On application by or for a member, the

supreme court in the judicial district in which the office of the

limited liability company is located may decree dissolution of a limited

liability company whenever it is not reasonably practicable to carry on

the business in conformity with the articles of organization or

operating agreement. A certified copy of the order of dissolution shall

be filed by the applicant with the department of state within thirty

days of its issuance.

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Answered on 10/12/09, 4:34 pm
Michael Markowitz Michael A. Markowitz, PC

To add to Mr. Kaplun's answer, upon dissolution, and after LLC's expenses are paid, memeber's capital contribution to the LLC (loans,etc.) are first paid back. After capital contributions are paid, net amount is divided between each member in accordance with the operating agreement, or, percentage of ownership.

Mike.

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Answered on 10/12/09, 4:48 pm


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