Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Hi, my name isXXXXX going to try and help.
What is the name of the business? How are you organized? LLC?
Ok, thanks, XXXXX XXXXX are 3 entities. Revelry Partners LLC, 3rd Wave Coffee and District Espresso LP.
Revelry Partners LLC was forme4/14/2011
I am the managing member of that
My concern is mostly over the entity formed as District Espresso LP which was formed on Jan 30, 2012.
My husband (which I have a prenup with) cannot own any of it due to his own legal battles so I believe it is all set up properly but unsure.
Ok, give me a few minutes to research.
Does this mean I should chat with another attorney?
Standby. Im trying to get access to the TX sos records.
This is what is registered with the state.
There should be a contract (operating agreement) that states ownership.
This document does not need to be filed with the state.
Yes, I saw that as well. What I would like to determine is for ownership purposes, does the operating agreement hold the answer completely about ownership and is it required to be filed with the state to be true and accurate? Does that make sense?
like if the operating agreement isnt filed with SOS, does that make it useless or does it supercede?
Operating agreements do not need to be filed with the state. The business is a legal entity. It should has its own tax id number. The operating agreement is a private contract.
If nothing is in writing stating ownership, and or management, conflict over either can arise...especially with married couples.
It does indeed have its own tax id number. My husband is being sued. The suing party has threatened to throw District Espresso LP into the mix as they feel he owns it. BUT, he doesn't in any of the operating agreement documents.
What are they trying to sue your husband for?
He owns a Dallas bar, the LL evicted him today. He is late by 15 days on half of the rent. The LL is mercenary but it's her deal. However, I opened a coffee shop, have investors to protect and wanted to make sure District Espresso LP, is safe from her, the bank that holds the note on the bar and any other lien holders. It's so bloody messy - I just want to protect the business for the future.
As long as your husband is not on any account or listed as an owner, she will not be able to include any of District Espresso's assets in a cliam against your husband.
He is a signer on one bank account. Should I remove him as signer?
That would probably be a good idea.
Any other concerns?
Yes, but I think I'd have to have every page of these documents to actually be reviewed...
How many pages?
30 or so
That is probably a little beyond the scope of this service.
What kind of documents?
yeah. I understand...The organization docs for the partnership
thanks for your help though
You have a 30 page operating agreement?
yes, about 30
What do they need to be reviewed for? To see if youre the owner?
Well, the documents show his entity, 3rd wave coffee LLC as the GP in July which in Aug, we amended the ownership of the LLC and removed him and replaced him with me.
I really think it'd be best to sit down with someone in person and review all of this...I am not comfortable with this situation.
LLC's do not have general partners. There are members/owners and managers.
Here is a link to the TX bar association lawyer referral service in case you need it.
thank you so much! have a good wknd.
Between being married and having three different business entities, it might not be a bad idea. If there is anything I can do for you, please dont hesitate to ask.
youre right. Thanks
My goal is to provide you with excellent service. Let me know if you have any questions. If I can provide you with any additional service, please don't hesitate to ask. Bonus is not mandatory but much appreciated. Thank You.
You can request me directly by putting “To Bart” at the beginning of your question or clicking on my profile link here: http://www.justanswer.com/law/expert-bartesq/
i appreciate your 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).