LLC Managers have broad fiduciary duties when managing an LLC. Even when they are given “sole and absolute discretion” in the operating agreement to take certain actions for the LLC, they cannot exercise that right in bad faith, for personal gain, and in such a way as to deprive the LLC of a reasonably expected … Read More
If a small business corporation never issued shares to you, can you still be an owner/shareholder of that corporation? Yes, you can still be a shareholder of that corporation, if you have good other evidence that shows that you became a shareholder at one point, but it will be more difficult to prove in court. … Read More
I often deal with very small New York limited liability companies, where the members did not enter into an operating agreement. That is a very bad situation to be in, but that is the reality I often encounter. As explained elsewhere, when an LLC does not have an operating agreement, you have to look to … Read More
Getting divorced when you own and run a business together with your soon-to-be-ex presents unique challenges. If you don’t want to continue running the business with your spouse after divorce, you have a case of business divorce colliding with marital divorce. Business divorce is the separation of two or more business partners formerly bound together … Read More
How much of that LLC do you own, and why does it matter? How do you determine the ownership percentage interest in an LLC? Why does LLC Ownership Percentage matter? Your LLC ownership percentage gives you power over the LLC and its profits. Either in deciding about important decisions via voting or getting a piece … Read More
Can I withdraw from a New York LLC? LLC terminology uses the word “withdraw”, what it means is that someone gives up on his LLC membership status and after withdrawing is no longer a member. Clients are often confused when they see this provision in their operating agreement: A Member may not withdraw from the … Read More
Many clients come to me with complaints about their business partner and his or her misconduct in managing the co-owned LLC. Mismanagement that resulted in unnecessary debt for the LLC, liabilities, waste of the LLC’s assets and so forth. They invariably ask if they can sue the co-member for such misconduct and get damages. After … Read More
