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
I’m all for saving money where you can, but using one of those do-it-yourself LLC operating agreements is what they call “penny-wise and pound foolish.” I have had many conversations with LLC members who have fallen out with the other LLC members. They usually want to know what their rights are. Then we look at … Read More
If you conduct your business through a New York Limited Liability Company, you want to make sure that you keep up with all ongoing maintenance obligations so that you do not run into problems later, such as being accused of mismanagement or someone trying to make you personally liable for LLC obligations. Failing to make … Read More
I am picturing a client walking into an initial consultation asking this question considering some perceived wrongdoing by the respective other 50% shareholder of the corporation or member of the limited liability company. Of course, I would investigate the specific facts underlying the client’s concerns, but in general, what are your rights when you own … Read More
How do you move a foreign LLC into New York? Let’s say you formed a limited liability company in another state but are now moving to New York and plan to move the center of your business operations with it? You basically have two options: 1. Get authorized to do business in New York, or … Read More
Let’s say you have a member in your LLC who creates nothing but problems. You wish that member would just leave. If your operating agreement does not have any specific provisions dealing with the expulsion of a member or buyout of a member, or if you do not have an operating agreement in the first … Read More
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, enter into contracts….) and extraordinary business decisions, such as taking in a new owner, selling the … Read More
