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Hello, I will be happy to assist you with your question. Please note that I cannot provide legal advice – I can only give you information concerning the legal issues raised by your question. I DO NOT receive credit for my work until you rate my answer as OK service” or higher. Please DO NOT RATE MY ANSWER as "Bad service" or "Poor service" (or the 2 stars on the left if you see stars), as such a rating leaves negative feedback for me personally. Instead, if you feel one of those ratings would be appropriate, please reply to me via the REPLY or CONTINUE CONVERSATION. If I still can’t help, reply again and I will opt out, but don’t leave a bad rating for me.Your Answer:In order to require members to make additional contributions to the LLC, the terms of how that will be handled must be set forth in the operating agreement. If the operating agreement requires such contributions, it generally requires notice of a date by which the contributions must be made.There is no statute that fixes a certain period of time. In this type of context, courts will often state that notice must be "reasonable" under all the facts, so it's not unusual to give 30 days notice or longer (again, it depends on all the facts).As noted above, if you need clarification, please do let me know. And, again, PLEASE DO NOT leave a bad rating for me. If you don’t like my answer and want to work with someone else, let me know with a reply and I will opt out.I do not receive credit for my work until you rate my answer as “OK service” or higher. Bonuses are always appreciated.If you later open a new question and would like my assistance, please begin the question with “To TMcJD….” This will ensure that only I answer the question. Thanks.
Each member of the LLC owns the LLC to the extent of his or her contributions, so if you sell the LLC, dissolve it and distribute assets, etc., then that distribution will be made in accordance with capital contributions (and taking into account reimburseable expenses, costs, outstanding loans and any other pertinent information).
Your best bet, since there's no operating agreement, is to have a local attorney assist you will the sale or dissolution and distribution of the LLC assets -- that's the only way to ensure it's all done in a way that later protects you from claims by the other LLC member that you didn't do something properly.
If you need additional clarification, please do let me know. And, again, PLEASE DO NOT leave a bad rating for me. If you don't like my answer and want to work with someone else, let me know with a reply and I will opt out.I do not receive credit for my work until you rate my answer as "OK service" or higher. Bonuses are always appreciated.If you later open a new question and would like my assistance, please begin the question with "To TMcJD...." This will ensure that only I answer the question. Thanks.
yes, that is correct (assuming you don't have a document that fixes percent ownership and other financial matters -- which is typically part of the operating agreement).
Thus, you will need to have a record of your contributions and be able to prove the loans to the other member, etc., but ultimately it sounds as though you'll come out on top.
But you definitely need a local attorney's assistance. Otherwise, you're leaving yourself wide open to getting sued by your former partner in the LLC.
I don't see that being an issue.
I know you're wanting to dig to the bottom of this, but this forum only helps so much -- after that, it's a necessity to speak to a local attorney, and in your case that's your next step.
I can't tell you what to do, but you should certainly not begin contacting anyone and telling them she's no longer a member when she legally is a a member.
Giving her notice of a capital call, which she won't pay, does not automatically remove her as a member. You'll have to take the appropriate legal process to do that. This usually is not possible without court intervention when there are only two members and neither holds a majority of the interests in the LLC. Thus, this is not a simple matter and really does require a local attorney's services. They can spend a lot more time with you and communicate with you much better than you can do online. It's more expensive, yes, but very valuable.
There's so much that I cannot properly convey or assist you with online because back and forth communication is too time consuming and the issues you have will require an attorney hitting the law books and spending some time ensuring there's no loop hole in the law that could bite you.
You're very welcome and thank you too.
Please don't forget to rate my answer as "OK Service" or higher. Otherwise, I cannot receive credit for my time. Thanks.
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