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It is unfortunate that you did not reduce your partnership to a written agreement before signing the agreement to purchase the LLC. It would seem from the information you have written that the two of you had an agreement to buy this LLC together and thus you may a have formed a partnership for the purpose of the purchase. Once the purchase was complete, then you would have been members of the LLC. I make this point to direct you to Oregon Statutes on partnership to assist you with your problem:
Chapter 67 — Partnerships; Limited Liability Partnerships
" (7) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit created under ORS 67.055, predecessor law, or comparable law of another jurisdiction. A partnership includes a limited liability partnership.
(8) “Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(9) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(10) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights."
There is a presumption when there is no written partnership agreement that partners are equal in accordance to their participation. The problem is that you have both signed the purchase of the LLC and now your partner is making demands that you are not equal in the LLC. This is contrary to her duty as a partner:
67.140 Partner’s rights and duties. (1) Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.
(6) Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership.
(7) Each partner has equal rights in the management and conduct of the partnership business.
(8) A partner may use or possess partnership property only on behalf of the partnership.
(9) A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.
(10) A person may become a partner only with the consent of all the partners.
(11) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.
(12) A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners.
(13) This section does not affect the obligations of a partnership to other persons under ORS 67.090. [1997 c.775 §17]
This new wrinkle places you both in a position that if you don't settle your differences quickly, you may be in default on the LLC purchase agreement and the Seller (the person you are purchasing the LLC from) could decide to sue you both, take back the LLC, etc.
If you did not have a attorney to assist you in this matter, I strongly encourage you to find a local attorney who handles business matters to help untangle this before you end up in two or more lawsuits. The attorney is probably most valuable to you at this point as a skilled negotiator with your partner and the Seller of the LLC.
Best of Luck and Happy New Year.
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