Welcome! My goal is to do my very best to understand your situation and to provide a full and complete answer for you.
Good morning. If there are no specific provision in the agreement, neither partner can force the other to purchase their ownership in the LLC. But, neither can either partner prevent the other from selling their ownership to anyone else if not restricted in the agreement. But, if one owner wants out, and the owners cannot come to an agreement, the owner wanting out can force a judicial dissolution of the LLC.
Thank you somuch for allowing me to help you with your questions. I've done my best to provide information whichwill be helpful to you. If I have notfully addressed your questions or if you have any follow up questions, or if Ihave misinterpreted your questions in any way, please do not rate me yet, but simply ask a follow up question without rating soI can provide you with a fully satisfactory answer. If I have fully answered yourquestion(s) to your satisfaction, I would appreciate you rating my service with 3, 4, or 5faces/stars so I can receive credit for helping you today. I thank you in advance for taking the time toprovide me a positive rating!
Would a court force judicial dissolution of a profitable business or would they force a fair market price buyout?
What if the partner willing to sell shares only for above market price?
What if partner willing to buy me out for over market price but I don't want to sell?
Can you tell me in what state you are located so I can answer you more specifically? Thanks.
Thank you! If the LLC is a profitable operating business, it's not likely the court would grant a judicial dissolution under the Texas LLC Act. That's because a judicial dissolution is only granted in Texas based on the following provision:
Art. 6.02. A. On application by or for a member, a court of
competent jurisdiction may decree dissolution of a limited liability company if it is not reasonably practicable to carry on the business of the limited liability company in conformity with its articles of organization and regulations.
So, in your case, the business is going to continue as is unless you partner can offer you a price at which you are willing to sell. He cannot force that upon you.
thanks for your time
Thank you so much for the positive rating! I appreciate having had the opportunity to serveyou! If I can be of assistance to you inthe future, just look me up and I will be happy to help!
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).