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 MoreKeeping 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 MoreLLC Operating Agreements
Everything you need to know about the LLC Operating Agreement, explained by New York Small Business Lawyer, Imke Ratschko
Read MoreSmall 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 MoreNew 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 MoreAll 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 MoreBuy 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 MoreLLC 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 MoreManagement Provisions in an LLC Operating Agreement
Management provisions in the LLC Operating Agreement deal with the management of the LLC business, which basically means decision making for the LLC business. There are ordinary business decisions (think: buying copy paper at Staples, landing another customer, paying employees….) and extraordinary business decisions, such as obtaining financing for the LLC business, selling major...
Read MoreOwnership, Contributions and Distributions of Profit in an LLC Operating Agreement
The LLC Operating Agreement will have provisions stating what the LLC members have contributed upon formation of the LLC. Contributions can be in the form of money, property or services. While not a contribution per se, the Operating Agreement can also provide that the LLC members may have the right to grant loans to the LLC. Read more about Capital Contributions in Funding the Company. The...
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