Many people like to let things fester, especially if it involves relationships. It takes a lot to let the barrel overflow and finally take action. If this rings true with respect to your gripes with your business partner’s acts of disloyalty, waste, or other misconduct, be aware that, in most cases, YOU ONLY HAVE 3 … 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
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
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
This may come as a surprise to many LLC members and managers: Keeping records for your LLC is required under the New York LLC laws. You have an obligation to keep proper records under §1102 of the New York Limited Liability Company Laws. What Records MUST be kept in an LLC? Specifically, under Section 1102 … Read More
