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
Yes, you can amend an operating agreement. For New York limited liability companies, Section 417(b) New York Limited Liability Company Law provides that “The operating agreement of a limited liability company may be amended from time to time as provided therein”. An LLC operating agreement is a written agreement among the members of an LLC … 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
A plaintiff sued various limited liability companies and the majority member of those limited liability companies and thought it was a good idea to put “notices of pendency” on the buildings owned by the limited liability companies. This, despite the fact that the plaintiff really only complained of not getting distributions from the limited liability … Read More
Can LLC Members ever be personally liable arising out of their position as a member of an LLC? As the name “Limited Liability Company” suggests, one would think that a member can never be liable for the debts and obligations of the LLC or otherwise while acting for the LLC. And the law says so … Read More
Everything you need to know about the LLC Operating Agreement, explained by New York Small Business Lawyer, Imke Ratschko
