Then, because you need to keep the name, what I would recommend is that you make him a nominal offer for his interest in the company or threaten him with criminal action if he won't agree. I would explain to him that if criminally convicted eventually - then you can get him ousted with a court
order from the LLC.
I would explain to him that it's either or.
Then when he agrees - which he will or be liable for theft - then it's a simple matter of transferring his interest.
there are some standard considerations when looking to change one or more ownership interests in an LLC. It is imperative to understand that unless the business has a buy-sell agreement or clearly describes buyout provisions in the articles of organization, the LLC could terminate if one owner decides to leave, retires, declares bankruptcy or dies.
You will need to review the Articles of organization.
Read the articles of organization and any buy-sell agreements describing the provisions set forth by the LLC members at the inception of the company. These provisions will state under what circumstances ownership may change, what type of person may assume or buy another owner's interest and what parties maintain control after a buyout.
Write a contract describing the change of ownership. List the provisions set forth in the articles of organization and the buy-sell agreement. Describe which owner is leaving and for what reasons and list the new owner's name, ownership interest and responsibilities in the LLC. The contract should transfer all liabilities from the original owner to the new owner.
Contact the secretary of state where the LLC is registered. Request a "certificate of amendment" to change the ownership of the LLC. Fill out the form to reflect the new ownership change and describe the percentage of ownership of all LLC owners.
Sign and submit the certificate of amendment to the secretary of state. Pay any filing fees as indicated on the form instructions.
But that would be my recommendation - that his illegal and wrongful act could and would result in a criminal conviction. If he doesn't agree to transfer his ownership interest in the LLC you will have no recourse but to pursue criminal charges against him.
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