How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask MShore Law Your Own Question

MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
Type Your Business Law Question Here...
MShore Law is online now
A new question is answered every 9 seconds

I need answers from an LLC lawyer familiar with PA laws

Customer Question

I need answers from an LLC lawyer familiar with PA laws
Submitted: 1 year ago.
Category: Business Law
Expert:  MShore Law replied 1 year ago.
Thank you for the post, I am happy to assist you by answering your questions. What question can I answer for you?
Customer: replied 1 year ago.

I was once part of an LLC in PA with my son his wife and my husband. My interest was 15%. I later sent letters to all partners stating I was with drawing. I was told I owed the LLC $12,000 , which was 15% of the company debt. Later the story changed.My son stated he spoke with a PA lawyer. Then he said my debt was equal to 50% of the debt...because my husband and I were in charge of capital contributions to the LLC. We took a second mortgage on our home to start the company(house flipping in PA) Is this true or not?

Expert:  MShore Law replied 1 year ago.
Thank you, XXXXX XXXXX stated in writing that you and your husband would share liability in the same manner or on the same schedule as capital contributions (i.e. put simply that because you funded the business you would assume liability for its debts as well).
Customer: replied 1 year ago.

i don't know..where would I get that info? on the operating agreement?

Expert:  MShore Law replied 1 year ago.
Yes, it would be in the operating agreement or a subsequent writing signed by the parties. If no such agreement exists, it would be difficult to hold that your son does not equally share in the liability consistent with his shares in the LLC.
Customer: replied 1 year ago.

found the operating agreement.States that"no members shall be given priority or preference with respect to other members in obtaining a return of capital contributions,distributions or allocations of the income, gain, losses, deductions,credits or other items of the LLc. The profits and losses of the LLC, and all items of it's income ,gain ,loss,deduction and credit shall be allocated to members according to each members percentage interest in this LLC.

Expert:  MShore Law replied 1 year ago.
Great, that is dispositive, you should send a letter to your son quoting that language and advising that he act consistent with the operating agreement going forward. Please lett me know if this answers your question or if you have any follow up questions. If I have answered your question, please positively rate my answers.
Customer: replied 1 year ago.

When I have pointed out what the operating agreement states..he tells me "the commonwealth of PA states other wise...but will not prove where it says that. I feel like I am being bullied .

Expert:  MShore Law replied 1 year ago.
I tend to agree with you, PA law states:
§ 8916. Operating agreement. (a) General rule.--The operating agreement of a limited liability company need not be in writing except where this chapter refers to a written provision of the operating agreement. If a written operating agreement provides that it cannot be amended or modified except in writing, an oral agreement, amendment or modification shall not be enforceable. (b) Freedom of contract.--An operating agreement may contain any provision for the regulation of the internal affairs of a limited liability company adopted by the members, whether or not specifically authorized by or in contravention of this chapter, except where this chapter: (1) refers only to a rule as set forth in the certificate of organization; or (2) expressly provides that the operating agreement shall not relax or contravene any provision on a specified subject.
Customer: replied 1 year ago.

so are you saying that the operating agreement that all partners signed is what is followed? Not what the "commonwealth of PA" states????

Expert:  MShore Law replied 1 year ago.
Yes, and the Commonweath states that the LLC operating agreement is to be followed here. For your reference, see http://www.lawforchange.org/NewsBot.asp?MODE=VIEW&ID=2096
Customer: replied 1 year ago.

Awesome!!!! thank you for your help...he is not going to be happy when I present this new found info to him...

Expert:  MShore Law replied 1 year ago.
Thank you, XXXXX XXXXX to positively rate my answers and best of luck.
Customer: replied 1 year ago.

In addition to all this I just realized I never received documentation that I had withdrawn from the LLC. Asked for this..and asked about dissolving the LLC...(his father is now deceased) he stated it was not necessary to do that.

Expert:  MShore Law replied 1 year ago.
Technically then you are still a member of the LLC.
Customer: replied 1 year ago.

Yes.I have just realized that..and I am not happy. He said he would draw up papers for me...... maybe then I will pay him the 12K

Expert:  MShore Law replied 1 year ago.
ok, please let me know if I can be of any additional assistance and please remember to positively rate my answers this evening.
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience: Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
MShore Law and other Business Law Specialists are ready to help you
Customer: replied 1 year ago.

so..when I receive my letter stating I am no longer a member of the LLC...do I owe him 15% of the debt of the LLC?????

Expert:  MShore Law replied 1 year ago.
Not necessarily, it really boils down the terms of the operating agreement, often members walk away without sharing in the debt at all. If he want the 15% in exchange for releasing you from the LLC you would have to make the determination of whether to accept these terms.

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA
 
 
 

Related Business Law Questions