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Ask a Lawyer -- LLCs
LLC Question 112
Question: I formed a company in Illinois in 2001. Recently a client from Florida formed an LLC with the same name naming myself, he and another associate of mine as managing members. The client lives in Florida. Myself nor my associate ever told him to setup the LLC. Myself nor my associate have never signed anything or saw an operating agreement. What actions can I take to either remove the client who setup the LLC and/or disband the LLC with the associate's help?
Response: This is a new one on me. I do not believe an individual can be made a member of an LLC with that individual's consent. Although the actions of this person down in Florida may not be legally binding upon you, it can cause lots of headaches. First step, either you or your lawyer should send a letter via certified mail (return receipt requested) to the person in Florida informing him or her that you never consented to being a member of this LLC and demand that all necessary action be taken to remove your name from any documents relating to the company (especially those that may have been filed with the Florida Department of State's office and any entity doing business with the new LLC). Second, obtain a copy of the Florida LLC's articles of organization from the Florida Department of State's office to determine whether or not you are listed. Here is a blank copy of this form which maybe of assistance. Here is an email address for the Florida Department of State's corporate held desk. If the person down in Florida who took this action without your consent does not voluntarily correct the situation, then seek legal counsel to pursue the matter further.
Submitted: 6-19-2007; Jason, IL
Response: 6-28-2007; JJR
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