What Rules apply to an LLC without an Operating Agreement?

What Rules apply to an LLC without an Operating Agreement?

Many if not most small business limited liability companies with two or more members do not have an operating agreement.  An operating agreement is the document for an LLC that provides for rules and provisions regarding the management of the LLC and the members’ rights vis a vis the other members and the LLC.   It is highly advisable to have an operating agreement, especially if you are a...

Read More

Show me the Money – Access to LLC Books, Records and Accounting

Show me the Money – Access to LLC Books, Records and Accounting

Picture this: You’ve been happily doing business with your fellow LLC members for some time now.  But now trouble is brewing on the horizon.  The other two members are ganging up on you and exclude you from any further business dealings.  When you ask to see the LLC’s bank accounts, tax returns or other financial records, they tell you that you don’t have any right to see...

Read More

Out Voting Minority LLC Members

How do you out-vote or overrule a minority LLC Member?  It is fairly easy, thanks to the LLC laws in effect in New York.  This is assuming, of course, that your LLC operating agreement doesn’t provide something else.  But since so many LLC’s go without operating agreements (against my advice), let’s look at the requirements under the New York LLC laws (Section 407 of the LLC...

Read More

Keeping Records for your LLC

Keeping Records for your LLC

This may come as a surprise to many LLC members and managers:  keeping certain records is required under the LLC laws.  You have an obligation to keep proper records under §1102 of the New York Limited Liability Company Laws. Specifically, you must maintain the following records: - if your LLC has managers, a list of the full names of all managers and their mailing addresses; - a list of all...

Read More

LLC Operating Agreements

LLC Operating Agreements

Everything you need to know about the LLC Operating Agreement, explained by New York Small Business Lawyer, Imke Ratschko

Read More

Small Business Partnerships -Protecting your Minority Stake

You do not have to rely on the goodness of human kind alone, when going into business with other people.  There are legal (agreements) and practical measures (business common sense)  that you can take to make sure that your business investment in a limited liability company, corporation or other entity does not fall prey to the shenanigans of your fellow – majority –...

Read More

New York LLC Formation

Let us help you with  your New York LLC Formation!  Call us to discuss your legal concerns and any other questions you may have about the process of forming a New York Limited Liability Company.  We are not a paralegal service where you don’t get to speak to a real New York attorney.  We are a small business law firm where every client counts. We will form your New York LLC and get you...

Read More

All you Need to Know About: The LLC Operating Agreement

The LLC Operating Agreement is a key document for a business organized as a New York Limited Liability Company, especially if that business has more than one owner (the owners are “Members” in LLC terminology). If an LLC business was like a marriage, the LLC Operating Agreement would be like a prenup, parenting agreement and divorce settlement all in one. Why you should have an LLC...

Read More

Buy Sell Provisions in an LLC Operating Agreement

While many LLC Operating Agreements are silent on this point, it is a good idea to include so called Buy Sell provisions in the LLC Operating Agreement. Buy Sell provisions set forth what is going to happen when an LLC Member wants to leave the LLC, dies, is unable to continue his or here duties, declares bankruptcy,  wants to sell his or her interest to an outsider, or when the LLC members are...

Read More

LLC Member Obligations in an LLC Operating Agreement

These days, LLCs are often founded around a brilliant idea which requires a lot of development, creation and “sweat equity.”  As a consequence, it is a good idea to include certain obligations of the LLC members in the LLC Operating Agreement. Confidentiality Each member should be obliged to keep all LLC business confidential. Non- Competition Members should be restricted from...

Read More