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TJ, Esq.
TJ, Esq., Attorney
Category: Business Law
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Experience:  Licensed to Practice Law
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Can the registered agent of the LLC who is also a managing

Customer Question

Can the registered agent of the LLC who is also a managing member and the legal owner of the LLC, remove a managing member she placed on the LLC from an LLC Corporation?
We have a salon, which is shy of a year old, has made no money and continues to loose money.
Can a percentage investor who is not listed as a member of the LLC have any rights or decision power legally as to how the LLC Business disburses it assets if the only two managing members of the LLC decide to close the LLC Business and sell the remaining furnishings to pay of all incurred debt?
The Lease and the electric are in the personal name of the owner, not the LLC. Do I as the owner have the right to close the salon, as managing member of LLC, the registered agent, and with 80% of the controlling interest? SEE OUR LLC REPORT BELOW
Florida Limited Liability Company
I LOVE MY HAIR & SKIN SIGNATURE SERVICES LLC
Filing Information
Document Number L10000045141
FEI/EIN Number XXXXXXXXX
Date Filed 04/27/2010
State FL
Status ACTIVE
Effective Date 04/26/2010
Last Event LC AMENDMENT
Event Date Filed 11/19/2010
Event Effective Date NONE
Principal Address XXXXX#106
106
ORLANDO FL 32835
Changed 02/28/2011
Mailing Address XXXXX#106
106
ORLANDO FL 32835
Changed 02/28/2011
Registered Agent Name & Address
MURPHY, CHARLOTTE M XXXXX#106
ORLANDO FL 32835
Address Changed: 11/19/2010
Manager/Member Detail
Name & Address
Title MGRM
CORBETT, VERONIQUE
111 E WASHINGTON ST
ORLANDO FL 32801
Title MGRM
MURPHY, CHARLOTTE
2900 MONTICELLO PLACE #204
ORLANDO FL 32835
Annual Reports
Report Year Filed Date
2011 02/28/2011
Document Images
02/28/2011 -- ANNUAL REPORT

11/19/2010 -- LC Amendment

04/27/2010 -- Florida Limited Liability
Submitted: 3 years ago.
Category: Business Law
Expert:  TJ, Esq. replied 3 years ago.
Hello and thank you for allowing me the opportunity to assist you.

"Can the registered agent of the LLC who is also a managing member and the legal owner of the LLC, remove a managing member she placed on the LLC from an LLC Corporation?" No, the member is an owner and cannot be removed as an owner at the behest of another member.

"Can a percentage investor who is not listed as a member of the LLC have any rights or decision power legally as to how the LLC Business disburses it assets if the only two managing members of the LLC decide to close the LLC Business and sell the remaining furnishings to pay of all incurred debt?" No, the non-member has no say in the management of the LLC, and cannot prevent a sale of assets. The non-member would have recourse, however, if his debt is ignored during the winding down process to close the LLC. The non-member could sue the members personally if he is not repaid.

"Do I as the owner have the right to close the salon, as managing member of LLC, the registered agent, and with 80% of the controlling interest?" Yes, you can close the LLC, but keep in mind what I wrote above about being personally liable for ignored debts. If the LLC cannot pay the debt to the non-member, then it may need to file for bankruptcy.

Have I satisfactorily addressed your concerns? If not, then feel free to let me know, as I will be happy to clarify my answer or help with your follow-up questions. In the meantime, please remember to click the green accept button so that I will receive credit and compensation for my time (doing so does not end our session). Positive feedback is always appreciated as well. Thank you and good luck!
Customer: replied 3 years ago.

The first answer is not clear.
Question #1
Let me restate the question.
I am the owner, I am the registered agent as well, and I named the managing members when I filed for the LLC.
I ( the owner ) removed one of the Managing members last November, who was a 20% investor, not an owner, due to indescretionary actions which were not in support of the LLC.

2nd Question
We have a written and signed agreement if we closed for any unseen reason, if any asests were left they would go to repay the highest investor, and that there can be no further claims by them persoanlly, legally or otherwise. In this case it will only go to pay off incurred debt. No one will receive anything.
Do we still need to file for bankruptcy then?
Expert:  TJ, Esq. replied 3 years ago.
Hi again.

With regard to the first question, the confusion is with your use of the word "member." A member is basically an owner. Therefore, if the investor is not an owner, then he is not a member. Also, when you used the word "remove," I assumed that you meant remove the person as a member. That can't be done since the person does not have to give up his ownership interest. If you merely meant that you removed the person from making management decisions, then that is a different matter. You have that power regardless of whether the person in question is just an investor, or an actual member.

As for the agreement, that would indeed prevent the person in question from winning a lawsuit against you. It's basically, a release of liability and it is enforceable. I see no reason to file for bankruptcy in that circumstance.

I hope that helps. Please remember to click "accept."
Customer: replied 3 years ago.
Question 1

So I did have the authority to take him off the articles of organization as a managing member, since he is not an owner?
Expert:  TJ, Esq. replied 3 years ago.
Hi again. No, you had no such authority. Again, a member is an owner. You had no more authority to remove him as he would have to remove you.

Please remember to click "accept."
Customer: replied 3 years ago.
I removed him because he was, paying himself extra money without any knowledge of mine, and in order to have him taken off the checking account to protect the business finances, I had to have him taken off the articles as well. I could no longer trust his integrity with the money, or any decisions thereafter. Would this action not be considered in protection of the LLC? I have documentation that shows where he did this.

We had a stylist in the salon that was caught drinking on the job this weekend, and also displayed threatning abusive behaivior in our building. People are refering to him as physco.
In fear for my saftey, since I am the only other operator at this time in the salon, I closed the salon this week due to the threatning behavior of this individual. I do not feel safe being in the salon until this situation is cleared up. Am I obligated under the law of the LLC to keep the salon open under these circumstances?






Customer: replied 3 years ago.
I removed him because he was, paying himself extra money without any knowledge of mine, and in order to have him taken off the checking account to protect the business finances, I had to have him taken off the articles as well. I could no longer trust his integrity with the money, or any decisions thereafter. Would this action not be considered in protection of the LLC? I have documentation that shows where he did this.

We had a stylist in the salon that was caught drinking on the job this weekend, and also displayed threatning abusive behaivior in our building. People are refering to him as physco.
In fear for my saftey, since I am the only other operator at this time in the salon, I closed the salon this week due to the threatning behavior of this individual. I do not feel safe being in the salon until this situation is cleared up. Am I obligated under the law of the LLC to keep the salon open under these circumstances?






Customer: replied 3 years ago.
Question 1

So I did have the authority to take him off the articles of organization as a managing member, since he is not an owner?
Expert:  TJ, Esq. replied 3 years ago.
Hi again.

No, I'm sorry but you cannot unilaterally remove a member of the LLC just because he is spending too much money. Imagine you and this person were both on the title to a car. Being on the title signifies ownership, right? It's the same with the articles of organization for an LLC. And if you decided that the other person on the car's title drove the car too harshly, do you think that you'd be able to remove the person from the car's title to defend the car? I'm sure you realize that the answer is no. The same thing goes for the LLC and articles of organization.

So, based on what you told me here, you had no authority to remove the other member. You may be able to take other action, such as limiting access to bank accounts, etc. But you cannot take away the person's status as a member of the LLC.

I wish I had better news, but that's the law. Please remember to click "accept."

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