I am 50/50 owner in an LLC partnership in Los Angeles, California. We were structuring a plan to vest a third partner into the business
when I was approached by a family member with an offer to invest 250K into the business for an equity share in it.
To provide some background... the business is a professional audio consulting/integration/installation/custom cabling/sales business with a growth of 300% in three consecutive years in a down economy. There are many avenues of growth we see the possibility of taking.
Part of the intent of the proposed 250K investment
is to restructure the ownership/voting shares such that I will ultimately hold the majority voting rights of the business (I would be assigned the voting rights of the investor who would put me in place as their agent). I was thinking the restructuring to be along the lines of 26% being retained by myself, 25% for the equity share of the investor who put in the quarter million, 25% for my current business partner, and 24% left to vest this third individual into the firm. While ultimately the intent of the investment is to give me 51% voting rights as well as provide us the resources to grow more quickly than we would without an influx of capital
, I/we would like to put an operating agreement
in place that lays out a procedure of decision-making that is as transparent and collegial as possible (board meetings and open discussions and sharing of ideas) while still submitting that in situations of stalemates, I will have the final say.
My business partners want to feel assured that the businesses' interests and their interests are protected in case our goals diverge over time, and I suddenly decide I want to move to New York with my wife and begin making decisions that are in line with my wants but not necessarily with the company's or theirs.
What are possible suggestions for the structuring of something that makes it difficult for me to take unilateral, hair-brained decisions out of left field my partners are not on board with but at the same time acknowledges that as the majority vote holder, any stalemate will be broken by what I believe to be in the best interests of the company? While I don't anticipate there being but extremely isolated instances of both my partners being against something while I am for it or vice versa, what can be set up to assuage each parties concerns so that we can move forward and all be satisfied with the agreement in place?
Thanks in advance!