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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 10013
Experience:  30 years of corporate, litigation and international law
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CAN ONE PARTNER OF AN LLC, CREATE A SEPARATE LLC, AND TRANSFER

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CAN ONE PARTNER OF AN LLC, CREATE A SEPARATE LLC, AND TRANSFER THE ASSETS OF THE ORIGINAL LLC TO THE NEW LLC, WITHOUT THE KNOWLEDGE OF THE OTHER PARTNER. THE PARTNER WHO IS DOING THE TRANSFERING HAS 65% OWNERSHIP, AND THE SECOND PARTNER HAS 35%. LEGALLY?

bizlaw :

Each partner has a fiduciary duty to not only the LLC but also to the other partners. However, the LLC is treated, either as a partnership, which is what most LLCs are treated as, or a corporation. In either case, the actions your partner is taking is clearly illegal. In fact, under corporate law, he lacks sufficient votes on his own to sell all the assets of the business. Under no circumstances can it be done without fair compensation to the other owners. If he does not cease and reverse his actions you should sue him for yourself and on behalf of the LLC for breach of fiduciary duty.


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