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Lucy, Esq.
Lucy, Esq., Attorney
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Co-owner of a Belgian company since 2004. In 2014 my Belgian

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I am Belgian and co-owner of a Belgian company since 2004. In 2014 my Belgian business partner and I started developing our business in the US market with a local partner based in Chicago. He founded online the company Optimit NA llc under the Illinois LLC Act. He is registered Agent and the three of us were mentioned as managers. Since a couple of months there is disagreement between the Belgian managers and our partner in the US. Our US partner tried to let us resign as managers of the llc which we refused since we invested a lot in the NA market. Despite our refusal to resign, he removed us as managers (online register) and he says he has voted us out of the LLC. Can he do this?
Submitted: 5 months ago.
Category: Legal
Expert:  Lucy, Esq. replied 5 months ago.

Hi,

I'm Lucy, and I'd be happy to answer your questions today. I'm sorry to hear that this happened.

Unless he has 51% of the voting interests, no, he can't do that. If the papers say nothing, then you have equal interests in the company, and a majority vote is required to vote anyone out. You must have a quorum present at a meeting before action taken is valid - so with 4 managers, you need at least 3 people there (unless the papers say otherwise). And even if he DID have the power to vote you out, he'd have to purchase your interest. You and the other managers can sue for the fair value of your interest. Or, if the investments you made are more than what the interests are currently worth, a judge could order him to refund your money since he violated the partnership agreement that you had.

Judges usually won't order people to keep working together when there's a problem, but one person doesn't get to decide who gets to keep the business. Either it gets dissolved, and all assets divided after debts are paid, or the person staying has to buy the rest out.

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Expert:  Lucy, Esq. replied 5 months ago.

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