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Recent Operating Agreement questions

Where can I get samples or a checklist on how to write the

Where can I get samples or a checklist on how to write the Operating Agreement and Articles of Incorporation for an LLC so as to separate the assets and ownership. One partner is going through Federal and State tax issues and the goal is ensure that no one else in the LLC can be negatively impacted.

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

108,286 satisfied customers
I am purchasing a business from my sister. She is a 90%

I am purchasing a business from my sister. She is a 90% interest owner. My brother is a 10% interest owner. The company is an LLC. All is going good with the exception that my brother, who is a 10% owner, is not willing to sign an operating agreement so that we may work under clear rules. I, on the other hand, do not want to enter into a business without a signed operating agreement.My sister is the managing partner and the majority interest holder. Given that I'm purchasing her shares and will become the majority owner, can I assign myself as the managing member (in her place) and introduce an operating agreement although he is not willing to sign? Or, can the existing operating between them be transferred to me without his signature?If not, can she sell me his 10% interest in the LLC without his signature? The original operating agreement that is signed by both gives her full authority to sell all assets or the entire company.I do not want to create a headache for myself. If he's not willing to sign neither, what options do I have?Thanks.

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TJ, Esq.

Juris Doctor (JD)

10,884 satisfied customers
A few years ago, my brother purchased a business. A year

Hello,A few years ago, my brother purchased a business. A year ago, he realized he was unable to properly run the business and as a result, he sold it to my sister for a price of simply assuming payment for a note that he owes. He sold her 90% interest in an LLC (she became the managing partner). They signed an assumption agreement, operating agreement and asset purchase agreement.My sister is now pregnant and is unable to run the business. I decided to take it over for the same deal (assuming liability for the note that my brother owes) as well as payment for expenses she incurred, which were around $10k.In all honesty, I trust my sister, but not my brother very much. My sister and I plan on signing an asset purchase agreement and bill of sale and simply notarizing it (which is what she did with my brother). There are no limitations as to who she can and cannot sell to. Is there anything else I can do to protect my interests? Can my brother later come and claim that he sold my sister and she assumed the note and as a result, I am not entitled to ownership even though the transaction occurred?Moreover, if she is selling, do my brother and I have to sign a new operating agreement or is that not necessary? Remember, he owns 10%. Although she has the right to sell the entire business, we are doubtful that he will sign or will be willing to sell his 10%. We're expecting a little noise and are trying to make this an easy transaction without all of the hassle.Thanks.

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Phillips Esq.

Attorney

Juris Doctor

18,350 satisfied customers
I have been asked to be part owner of an internet radio

I have been asked to be part owner of an internet radio station, I am looking for a partnership agreement for this.

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

108,286 satisfied customers
I have a CA LLC and I've received 409A valuations in the

Hello,I have a CA LLC and I've received 409A valuations in the past. Now, we have an ex-employee who currently has some "shares" in our company (not public, not options, etc., just some interest in the company) and she is asking to examine our 409A valuation as her "corporate right" under CA Corp Code.I am aware of CA Corp Code for LLCs and how certain books, financial records, and "internal documents" are to be available for examination. But, is a full 409A also included in this requirement? If it is, can you please provide me with a case or statute in CA that explicitly shows this? I will tip for your time.

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Richard - Bizlaw

Juris Doctor

9,830 satisfied customers
I invested $8000 in a personal training business as a silent

I invested $8000 in a personal training business as a silent partner. The actual partner quit and walked away due to her inability to pay the rent. Can I sell the training equipment (which I actually paid for) in order to recoup some of my investment ?

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Damien Bosco

Attorney

Doctoral Degree

3,116 satisfied customers
I am need of some help for what my rights are for

I am need of some help for what my rights are for transferring life rights in my film production company.JA: What state are you in? It matters because laws vary by location.Customer: MichiganJA: Has anything been filed or reported?Customer: No. I'm essentially just trying to see what my rights are as a member within my LLC Yellow Ribbon Films LLC. I have one other acting member but I am trying to see if I can transfer the rights without her permission.JA: Anything else you want the lawyer to know before I connect you?Customer: No I will explain once I'm connected thank you!

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P. Simmons

Attorney

Doctoral Degree

35,720 satisfied customers
Second opinion] - a have a question about a LLC memebers,

Second opinion] - a have a question about a LLC memebersJA: What state are you in? And have you consulted a local attorney?Customer: Kentucky. Not yetJA: Has anything been officially filed? If so, what?Customer: I have an LLC for over 5 years. I have a partner 50-50. My partner is a managing memb r on operating agreement but he left to florida before we opened and has lived there since than, He only been here 1 or 2 time isn the last 5 years. Basically i am the one that built the business and running Can he technically be a managing memmber without involving iin operations?JA: Anything else you want the lawyer to know before I connect you?Customer: no

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Maverick

Doctoral Degree

6,798 satisfied customers
I am the member of a non profit board and was criticized for

I am the member of a non profit board and was criticized for doing a good deed for a neighbor because it could have been construed as a board action. I made it clear that I was not acting as a board member. Can my membership in an organization preclude my rights as an individual?

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AttyHeather

Attorney

Juris Doctorate

1,012 satisfied customers
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