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Recent Operating Agreement questions

My mom and dad have put a ranch they owned in an llc my dad

My mom and dad have put a ranch they owned in an llc my dad only parent still alive wants to remove two of his three daughters who have shares in the llc but keep one daughter with her shares she is the only one who takes good care of him which is me the other two daughters took a lot if his money by taking advantage of him can my dad take away their shares

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Maverick

Doctoral Degree

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I am writing an operating agreement care business and I know

I am writing an operating agreement for senior care business and I know that my would be partners are bringing in $250,000 in cash and additional $250,000 in loan to the company if needed in future at 12%. Can I use that as their capital contribution in the operating agreement under capital contribuition section? What is their capital contribuition and do I mention the loan guarantee to the business as separate? What about lease agreement that has personal guarantee if required?

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Richard - Bizlaw

Juris Doctor

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I am looking over my LLCA (based in Wisconsin). My LLC

Hello, I am looking over my LLCA (based in Wisconsin). My LLC consists of 3 members. 1 member is behaving unfavorably and will always vote in the opposite direction of the other 2 (myself and another partner). Below i have copy and pasted a section of our LLCA that talks about unanimous voting. I would like to know:1. With majority vote, are we allowed to give compensations to certain members for completing certain tasks2. With majority vote, are we allowed to give ourselves salaries?3. We are a creative company (we make clothes and accessories). Do we need unanimous voting to commission manufacturers to make our products?4. In the instance we would like to collaborate with a company (say Jan Sport) to make a backpack. Would we need unanimous votes from all the members to move forward?"B. Approval andAction. Unless greater or other authorization is required pursuant to this agreement or under the Wisconsin Limited Liability Company Act for the Company to engage in an activity or transaction, all activities or transactions must be approved by the Members, to constitute the act of the Company or serve to bind the Company. With such approval, the signature of any Members authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters so approved. Without such approval, no Members acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the company.C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause B above, the following matters require unanimous approval of the Members in a consent in writing to constitute an act of the Company:(i) A material change in the purposes or the nature of the Company's business;(ii) The amendment of the Company's articles of organization;(iii) Allowing the Company to accept any additional contribution from a Member;(iv) Allowing a partial redemption of a Membership Interest under Section(###) ###-####of the Wisconsin Limited Liability Company Act;(v) Valuing the contributions of members under Section(###) ###-####2) of the Wisconsin Limited Liability Company Act;(vi) Authorizing a Manager, Member or other person to do any act on behalf of the Company that contravenes this Agreement;(vii) With the exception of a transfer of interests governed by Article 7 of this Agreement, the admission of a new Member or a change in any Member's Membership Interest, Ownership Interest, Percentage Interest, or Voting Interest in any manner other than in accordance with this Agreement;(viii) The merger of the Company with any other entity or the sale of all or substantially all of the Company's assets; and(ix) The amendment of this Agreement."i realize this is a long question. I promise to tip well.

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William B. Esq.

Attorney

Doctoral Degree

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I'm selling some shares in my company to an investor.

I'm selling some shares in my company to an investor. The investor will be contributing both cash and labor. Can we price the stock at different prices? One for the cash, and one for the labor?

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Legalease

Attorney At Law

Doctor of Law w/ highest honors

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Let me preface with, my partner and I are 50/50 in a

Let me preface with, my partner and I are 50/50 in a Kentucky Limited Liability Company (est.2010). Our operating agreement does not state roles, responsibilities, extent of involvement, or buyout plans (I know, first and biggest mistake). Moving forward... my business partner and I had a falling out. He said he no longer wanted to be partners and that he wanted to buy me out (circa 2015). His original offer to buy me out was for less than what I had paid for the company 5yrs. before. I declined. His next offer was for exactly what I paid 5yrs. previous. I declined. A year and a half later and I haven't stepped foot in the office, all the while, still collecting a salary. In the meantime, he bought a new building for the company without my consent or signatures. He has taken numerous draws and dividends. I have taken none. He made one final offer, said, that's all the bank says the company can afford and if I didn't accept in a matter of days, that he will cut off my income. My questions are, can I dissolve the company with only my consent and signature? Can he legally stop paying my salary? Is there any legal action I can take against him for purchasing a building without my knowledge, involvement, and/or signature? By law, is he allowed to take draws and dividends, if i take none? What is the best course of action for getting a fair buyout price? Thank you in advance for yr time and advice.

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Corporate office bearer C&O question. I am currently own

Corporate office bearer C&O question.I am currently own my own VA LLC which is a single member LLC. I am also a practice manger for my wife's practice, a small healthcare practice.Recently (since Feb 2016) couple of my acquaintances asked me join their VA LLC as partner. It is staffing and IT consulting company. It so happened that when I joined the company I was named as 'Chief Manager' which in LLC terminology runs the company day to day operations. I do not have access to and do not operate financial activities and I do not operate payroll activities either. However, I myself want to be very careful in omission or commission of the company. Are these two (1) Being a partner in the operating agreement and (2) being the chief manager of the company two independent events? That is my first question. Assuming company does some mistake without my knowledge ( this is hypothetical question please) will I be responsible in the context of the above two points? Assuming company does something wrong by misleading me (again hypothetical please) will I be responsible in the context of the above two points?Two partners of the company are H1B non-immigrants. According immigration sources H1B people can own business in US. The original founder is a US citizen, who is considered the President and CEO of the company. Company is trying to replace the original founder with an African American to bring diversity to company management (this is my suggestion), which can give me also a very good opportunity to step down from chief manager position as the new incumbent is willing to take over management. One of my thought processes is to stay as Partner in the operating agreement and step down as chief manager ( I guess it may almost become like a silent partner), I can assume an individual contributor role as Business Development Associate and Facilities Manager (who will take company office and company condo etc). This company works with non-immigrants and often works in the scope of immigration law. So I would like to be even more careful. I am not a business executive by any means, but I am trying to bring expert help to these people. I am asking various consulting experts in the payroll, HR and accounting, and even immigration aspects so that these people will get educated in running the business 'as per law of the land'. I do not tolerate any exception to the law, does not matter what it costs. Even then I want to be careful and do not get involved at levels unnecessary to my risk bearing abilities. I know startup companies do not have enough money to follow every rule. But my way is to raise money by loans and partner contributions and stand out and respect law. i am telling them this exactly and I see they are listening.I need your suggestion what is best for my personal safety legally. They love me to be partner and if possible to lead the company. But they will insist me to be at least partner and a lower level employee (honorary because they may not have enough money to pay me though). Bot***** *****ne I do not want to be in the news because company did something stupid.

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I'm bringing on a new partner to my S-Corp to have 30%

I'm bringing on a new partner to my S-Corp to have 30% stake in the company. Currently, I own 70%, and the company owns 30%. We'd like to change it to the company = 10%; new partner = 30%; and I = 60%. Is there an easy way to accomplish this? Do I need to sell him 10%, and then have the company sell him 20%? Or is there a method to just do one transaction for him?

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The original member of a LLC wants out, company has not

The original member of a LLC wants out, company has not transacted business. Need simple forms to record the necessary resolutions in the records books, need to change registered agent with state of florida (where the entity is domestically organized), change primary business address to our business address in NY and mutually release each other (original member of LLC and the company)

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Irwin Law

Juris Doctor JD

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My partner in our LLC has embezzled funds (taken ATM

My partner in our LLC has embezzled funds (taken ATM withdrawals to use for gambling) for 5 years. How do I handle this? I am not interested in pressing criminal charges but I also want to eliminate any negative tax consequences on me.JA: Can you tell me what state the LLC is registered in?Customer: MDJA: Have you talked to a lawyer yet?Customer: briefly but they weren't much help. They said there is a challenge when it is a partner since they have some "rights" to the funds. What about fiduciary responsibility etc?JA: Anything else you think the lawyer should know?Customer: We are planning on having her sign off of the corporation immediately.JA: OK. Got it. I'm sending you to a secure page on JustAnswer so you can place the $5 fully-refundable deposit now. While you're filling out that form, I'll tell the Corporate Lawyer about your situation and then connect you two.

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legalg

Juris Doctorate

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