Member-managed LLCs work like this: All members participate in the decision-making process of the LLC. Each member is an agent of the LLC and each member has a vote in business decisions...." (LLRX) Each member has the authority to make decisions on behalf of the company, but contracts and loan agreements must be approved by a majority of the members.
Manager-managed LLCs relinquish the authority of the members to the manager or managers, who become agents of the company. A manager may be a member but does not have to be. A manager may be another LLC or a corporation, unless your state sets restrictions on the types of entities that may be managers of an LLC.
Yes. Under the Franchise Agreement the Franchisor must approve any change in control. There is also a fee associated with the transfer/approval.
The LLC is member managed with myself and the other member each having a 50% membership interest. The operating agreement contains a buy/sell provision with a 30 day notice provision and a right of 1st refusal belonging to the entity.
I wish for the transfer to be temporary, preferably conditional. (Something like after the loan is funded, I must be allowed to repurchase my interest for a designated price.) The goal is not to remove me permanently, just to clear the way for the financing and re-establish my membership in the company without triggering the approval process (or any associated charges) with the Franchisor.
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