 |
|
Ask a Lawyer -- LLCs
LLC Question 116
Question: I am 27 1/2 percent managing member of a Florida LLC. I wished to dissolve the LLC and got verbal agreement from all members that they also wish to do so, but now they are refusing to sign the documents to do so. There was an operating agreement between the original two members of the LLC, but no new document was created with the current 5 members. If I can't get them to dissolve I wish to resign and wish to know if I am bound by the previous operating agreement or if I can act as if it doesn't exist and send written notice to the members and then file with the state to resign. I need to know what if anything I can do to get out of this LLC if they refuse to sign anything or agree on anything. I am willing to accept my investment losses at this point, just to get out.
Response: All I can do is make a few general comments about the situation. Your situation is complex and must be taken to an attorney with experience in this area for a legal opinion. Withdrawal is probably the best option if all the members do not agree on dissolution. I assume the situation is that the original two members signed an operating agreement and later added three new members to the LLC who did not sign the operating agreement. Standard practice would be to provide the new members a copy of the operating agreement before they came on as members and condition their acceptance into the LLC upon the new members agreeing to be bound by the existing operating agreement. If the new members agreed to be bound by the existing operating agreement before entry into the LLC (even if they did not formally sign the document), then I think a strong case can be made that they are bound by this document. If there is an enforceable operating agreement, then any provisions it contains regarding member withdrawal would control the situation.
Let's say the three new members never agreed to the existing operating agreement upon entry into the LLC. In that case, I think there is no enforceable operating agreement for the LLC. If so, that would make withdrawing more difficult. Florida Statue 608.427(1) provides the following:
A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement. Notwithstanding anything to the contrary under applicable law, unless the articles of organization or operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company.
You could resign as managing member and refuse to perform any further work for the LLC but a complete withdrawal would require, I think, the existence of an operating agreement signed by all LLC members. See discussion in prior Ask A Lawyer response regarding compensation to withdrawing member for interest in LLC.
Submitted: 7-2-2007; Cari, FL
Response: 7-18-2007; JJR
Add A Comment
|
|
Ask a Lawyer LLC Archives
DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as professional advice. The information presented on this site comes without any warranty of correctness and, therefore, should not be relied upon. This service is not a substitute for the advice of a professional. No attorney client relationship is created through use of this site.
|
|
 |
