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Recent Operating Agreement questions

I have a quick question. I would like to change my companies

I have a quick question. I would like to change my companies operating agreement to add a new member effective 1/1/2016. Is that possible?JA: What state are you in? It matters because laws vary by location.Customer: TexasJA: Has anything been filed or reported?Customer: The LLC was created and filed in 2015. nothing for 2016 has been filedJA: Anything else you want the lawyer to know before I connect you?Customer: probably not.

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38,814 satisfied customers
I have an LLC formed Nov 2012 with operating agreement that

I have an LLC formed Nov 2012 with operating agreement that allows member withdrawal. Is a withdrawal considered a transfer? Member XXX wants to withdraw with no compensation but we signed the following (as a provision of a divorce agreement). I am trying to get out of the following agreement provision, how can I get out of this?Sale or Transfer of Business Interest. XXX will not sell, transfer or encumber all or any portion of his interest in the LLC (or its successor) without YYY's prior written consent, which consent will not be unreasonably withheld or delayed. At least thirty (30) days prior to any proposed sale or transfer, XXX will provide YYY in writing the name of the proposed purchaser or transferee and the terms of the proposed sale or transfer in sufficient detail so that YYY can evaluate the proposed transaction. YYY consent will not be considered unreasonably withheld if (i) XXX is in default of his obligations under this Agreement at the time the request for consent is made; (ii) the proposed transaction or purchaser is not bona fide; (iii) XXX fails to provide YYY with reasonably sufficient information to value the subject LLC interest; (iv) consideration for the sale or transfer is less than the full fair market value of subject LLC interest; or (v) adequate provision is not made for YYY to receive ten percent share of XXX's proceeds from the transaction. The reasons to withhold consent in the foregoing sentence are not exclusive; YYY may also base the withholding of her consent to a proposed sale, transfer, or encumbrance on any other reasonable grounds.

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Maverick

Doctoral Degree

7,150 satisfied customers
I signed a document in 2011 entitled "Division of Business

I signed a document in 2011 entitled "Division of Business Interest in an LLC" that allows another members wife to have copies of the LLCs financial records for inspection, examination and auditing. The LLC is not a party to the agreement but it is signed by myself on behalf of our three member LLC. She is entitled to 10% of his LLC contributions. He has done absolutely nothing for the LLC since inception (owns 25%).However, the company was not officially started until Nov 2012 and an operating agreement was constructed that forbids financial documents unless a federal or state audit or by direction from a court. Also, the LLC operating agreement (dated Nov 2012) states that all three members must agree upon agreements affecting the LLC equally. The third member never signed the agreement.The members wife now is demanding access to ALL the companies financial records for 2013-2016.My question is, does the LLC operating agreement and Montana LLC statutes prevent the enforcement of this agreement because of privacy of employees, proprietary info in the finances, and SBIR federal regulations?Also, does our LLC operating agreement rules trump this agreement? And did I even have the right to enter this agreement in the first place?I am happy to attach the agreement with my LLC operating agreement and provide more information on the constant never ending harassment by the wife's lawyer. BTW I did, six months ago provide a P&L statement and a complete Quickbooks ledger (more than I should have) and this was still not enough.

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Damien Bosco

Attorney

Doctoral Degree

3,746 satisfied customers
I am opening an LLC online right now, and I am a little

Hello I am opening an LLC online right now, and I am a little confused on the MGR, AMBR, AP or other designated title(s) section.JA: Can you tell me what state the LLC is registered in?Customer: FloridaJA: Has anything been officially filed? If so, what?Customer: Nothing this will be the first document filed.JA: Anything else you want the lawyer to know before I connect you?Customer: no

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Loren

Juris Doctor

40,222 satisfied customers
I own a business with two other partners who decided to

Hi,I own a business with two other partners who decided to resign and give away their shares so I would become the only owner. I called the company who setup my LLC "LegalZoom" and they said that they can have that arranged in the state of Delaware without having to have the two other partners sign anything. They told me that such agreements would have to be internal between us and I should consult with an attorney. So I would like to ask whats the next step here? would i simply need a resignation form which also states that they are transferring their shares to me? Are there any official form templates I can obtain to just send it to them?thank you

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Loren

Juris Doctor

40,222 satisfied customers
If I am the president on a LLC. Do I own it or who is the

If I am the president on a LLC. Do I own it or who is the legal owner of the LLC?JA: Can you tell me what state the LLC is registered in?Customer: SCJA: Has anything been officially filed? If so, what?Customer: Yes. The operating papers and certificate of existence.JA: Anything else you want the lawyer to know before I connect you?Customer: no

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Loren

Juris Doctor

40,222 satisfied customers
I'm preparing an application for ABC license for my retail

I'm preparing an application for ABC license for my retail store. It says health permit is required. What is this and where should I apply for one?Also, as an LLC it says to include a copy of operating agreement. Can I include articles of organisation instead?Thank you in advance.

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Richard - Bizlaw

Juris Doctor

10,544 satisfied customers
Complicated question. I am an emergency physician. I bought

Complicated question. I am an emergency physician. I bought 2 years ago a total of 3% membership shares, via sale from other partners in the freestanding ER. I now own a 3% membership share, along with that I received an obligation to perform 3.5 twenty four hour shifts per month. I receive distributions form the partnership- in the form of 3% of profits per month. On looking over the standard operating agreement of the partnership, the only op out of the partnership, other than selling the shifts and membership percentage to another partner, is to request a buyout from the partnership, and, if approved, the would buy me out and I would receive money according to what is in my capital account. So far, fine.Now the partners have combined the ER with 13 others and are looking to sell out to private equity, which hypothetically according to the CEO, who is also a physician, would net big bucks, possibly 10X annual earnings.Supposedly we would receive a lot of money based on our partnership %, 3 % in my case.So here is the question. Another partner wants to transfer 2% of his membership shares to me, as well as his 3 shift obligation.That is because he wants to get rid of his working obligation. He owns 6%, and would still retain 4%, but would have no shift working obligation.So I would like to this deal.However, the CEO states that in the event of a buyout by private equity, we will get a lot of money, but retain. our obligation for shift working. With the transfer of the extra 3 shifts I would then have a 7.5 shift (24 hour shift) obligation.I would like to do this deal, and am willing to work the extra shifts, however, if the sellout occurs I have to way to know what type of company I would be working for and what the working conditions would be. And then I have the 7.5 shift obligation which I retain, even if I sell out! The sellout is being looked and, they are looking for buyers.So the dilemma I have is taking more membership shares, then having a 7.5 shift obligation to unknown owners.I need some advice as to taking the additional shares with the added shift obligation which I am told is permanent, despite the clause in the operating agreement that states the other members can buyme out. Frankly, I cannot see how I can be forced to work for a new company. There would have to be some kind of opportunity to buy out the obligation.So the question is, if I take the added shares can I be forced to work the obligation? I realize they could sue me for not working. Would you agree some type of buyout would have to be available.I realize the question is complicated but I am trying to figure out whether to take the extra shares and what will happen if I do not or cannot work the required shifts. Since there is no legal matter yet I have not obtained a legal consult yet.Tom Konjoyan1-***-***-****

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38,814 satisfied customers
I own 37% of a LLC that operates as a detox facility in Los

I own 37% of a LLC that operates as a detox facility in Los Angeles, CA.There are also 3 other partners at 21% each. Two of the partners went and started a identical business. They did this without myself and the other 21% owner. This is a classic conflict of interest with two business' doing the same thing.What are my options in a forced removal of the 2 conflicting partners??

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Asad Rahman

Attorney

J.D.

4,132 satisfied customers
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