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kattorney
kattorney, Attorney
Category: Business Law
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Experience:  16 years experience with a concentration in business, corporate and contracts law
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So now they have sent me a letter via an attorney requesting

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So now they have sent me a letter via an attorney requesting that I respond to their offer within 7 days, and this letter states that if I don't respond to it within 7 days, no response is tantamount to accepting their terms. I haven't responded yet to their requests in any way due to my fear of hurting my position. I would like to hire an attorney but cannot at the moment as they have ceased my compensation.

So far as I understand I retain my original ownership, as defined by the llc agreement and should expect compensation to continue as expected and should have full access to the businesses info, books, current deals etc until another agreement is reached by both parties. If this is true, how do I go about asserting my rights here and demand my compensation continue, get access to books etc, and formulate a counter offer without compromising myself in this process until I can hire an attorney?
Submitted: 4 years ago.
Category: Business Law
Expert:  kattorney replied 4 years ago.

Kathie Russell :

Yes, you retain your ownership in the LLC. However, understand that ownership is different than employment. You have the right to continue as an owner, but if your compensation is received for services as an employee, they are not obligated to keep you as an employee. So, unless the operating agreement states otherwise, they do have the right to fire you as an employee if the majority votes in favor of it. What they cannot do is oust you as an owner for no buyout. So you are entitled to payment so long as it is for distributions for your percentage ownership, you are not entitled to payment for employment if they have fired you as an employee. It might seem a bit confusing, but if you are also working for the LLC you may have two distinct roles: an LLC owner and an employee. One they cannot alter without buying you out, the other they can.

Kathie Russell :

You definitely should respond to their offer within the 7 days, although I don't think the law would support ousting you as an owner simply because you don't respond - I would still want to make it clear that you do not accept their terms, and you will remain an owner unless they offer you a buyout in accordance with the terms of the operating agreement.

Kathie Russell :

You can demand your compensation continue if that compensation is in the form of ownership distributions. You cannot demand it continue if it is employee compensation.

Kathie Russell :

As an LLC owner, you always have right to the books and records. You can include that demand in your letter and they have to provide (however if they don't, you would have to sue to enforce your rights).

Kathie Russell :

If your compensation is in the form of ownership distributions, you can include the demand that it continue in the letter also - but again, you can't force them unless you go to court. You could also include that threat, if they do not give you full ownership rights, including attendance at meetings, compensation, and access to books and records, you will bring legal action.

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