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Recent Operating Agreement questions

For an Llc I have 40 percent of the company should I do an

For an Llc I have 40 percent of the company should I do an agreement also with this as well?

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

119,244 satisfied customers
I am covered under an LLC operating agreement with a

I am covered under an LLC operating agreement with a noncompete clause. I have been told in an email (by the managing partner) that I am no longer a member due to a freeze-out merger but I have not seen or received any written confirmation. Is the noncompete still in force until I confirm this in writing? Or can I assume it is not in force from the verbal statement? I do not know when I will receive written confirmation and I have a potential contact tomorrow.

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Ely

Counselor at Law

Juris Doctor

69,922 satisfied customers
I have two companies A (inc) and (LLC). Company A did belong

I have two companies A (inc) and B (LLC) . Company A did belong to dad and because of his health; it was signed over to me. He states that in an email.Company B was started a few years ago to sell a different product. Company B paperwork is in my name. On company B, I made dad president, so he felt like he had a title. Due to age, we agreed that we would consult each other before sending important emails to customers or when doing projects.Dad has a patent that is assigned to Company B and we have licensed a company this license to build and sell this product.Things were going good, but as dad's age is increasing (84) and started dialysis, his line of thought is not normal. He constantly thinks I am plotting against him. He has made some personal bad investment decisions in the past on his finances.Company B receiving royalties for our license product and they are not performing as thought. In the past year and a half, Dad has been sending the president of that company arrogance emails stating his displeasure and that telling them they are stupid. This has gotten to a point; they don't deal with him anymore.I talked to dad a few weeks ago about selling them the patent for a large sum, so we don't have to deal with them anymore. We both agreed that this was a good plan and decided on a number. I proposed the offer, and they were interested. They said the number I started with was not what they were thinking but would come back with another number. This is a normal negotiation in business. Before they came back with a number, dad sent him an arrogant email on Memorial day stating that we were so great and how stupid they are and he is opposed to the sale of the patent. The next thing I know, they said they were no longer interested at this time in buying the patent. So basically dad without my approval has done permanent financial damage to the company and made the company that sells our product more angry at us. This shows the licensed company there is a problem here internally.I told dad that he is no longer allowed to contact anyone and I need to approve all his emails. I have also taken over as president in company B since he is no longer in his right mind. Now he says that I cannot take his title away and he will sue me to get the companies back in his name.I know he can sue anyone, but once he signed company A to me, can he legally take it back? Company B was never in his name, so I don't see how he can even try and take it. He has threatened to un-assign the patent to company B, which would be a breach to Company B and then company B would get sued by the company that we license the product too. Then I would have to sue dad for damages. Also, in the patent, company B has been assigned by the US Patent office. I don't think you can change that easily on a whelm.I have him listed as a cosigner on the companies checking account. I opened the accounts. I strongly feel that I should remove him from the checking accounts to prevent him from doing damage. He also accuses me of negligence. I told him if anyone is negligence, it's him by sending the email and causing financial damage (millions) to company B.The companies are paying dad for doing the work;Dad has been using companies resources for all his work.The companies are paying for all the patent-related expenses.He also has started projects without my input and would never get pricing on what it would cost. So I would get surprised invoicing when the job is done. I told him time after time to get pricing before giving work to someone. He always tells me they are his friend and he trust that they will give him a good price. I constantly tell him to stop this practice.Dad signed all contracts which are between the companies and the licensing company, implying the companies are the owners of the patents or potential patents. Otherwise, dad would have had the contracts between him and license company.Should I take his name off the checking account since he is not an owner (I hate for him to take money)? If he sues me, should I take him off the payroll? Should I worry about the patents? Please give me your suggestions and comments?

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40,202 satisfied customers
I am one of two members in a Florida member-managed LLC with

I am one of two members in a Florida member-managed LLC with 51% interest. I would like to withdrawal due to irreconcilable differences. The other member is hostile and not open to discussion. We do not have a written operating agreement, nor did we have in our Articles of Organization. What is my best recourse?JA: Can you tell me what state the LLC is registered in?Customer: FloridaJA: Has anything been officially filed? If so, what?Customer: No, nothing yet.JA: Anything else you want the lawyer to know before I connect you?Customer: The other member has threatened "shotguh clause" but with no operating agreement or clause in our Articles is do not believe that is applicable but no sure.

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P. Simmons

Attorney

Doctoral Degree

38,632 satisfied customers
I made an LLC with my partner. We went to eforms.com to

I made an LLC with my partner.We went to eforms.com to receive help filling the operating agreement. Everything smooth. Only one bug with the eforms.com website. There is some syntaxis issue on point #6:6. Member(s) Capital ContributionsContributions to the Company shall be made by Members shall not be providing any capital contributions.How do I fix it?

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INFOLAWYER

Attorney

Juris Doctor.

43,304 satisfied customers
Do yu work on sundays? sunday, sunday, sunday

hi do yu work on sundays ?JA: What state are you in? And have you consulted a local attorney?Customer: sundayJA: Has anything been officially filed? If so, what?Customer: sundayJA: Anything else you want the lawyer to know before I connect you?Customer: sunday

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Barrister

Attorney/Landlord/Realtor

Doctoral Degree

54,846 satisfied customers
Our LLC is having a members meeting. The managing partner

Our LLC is having a members meeting. The managing partner wants to invite outsiders, the company lawyer and a business consultant. I that allowed? There is nothing in the operating agreement about outsiders.

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KJLLAW

Juris Doctorate

2,760 satisfied customers
Have an LLC with 4 members, the LLC did not finish

Have an LLC with 4 members, the LLC did not finish implementing their operating agreement, but members contributed money and IP. Now they want 1 member out, should they just all agree on what to do to get him out of the LLC?The 1 member is claiming the IP is his and wants to be paid for it. With no agreement, what do you do.

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KJLLAW

Juris Doctorate

2,760 satisfied customers
I just found out that my business partner filed his personal

I just found out that my business partner filed his personal taxes as the soul owner of the band will that affect me as a 50/50 partner? We have not registered our band as an llc yet and most of the stuff we are doing is in his name. I don't want to get screwed over.JA: Can you tell me what state the LLC is registered in?Customer: there is no llcJA: Has anything been filed or reported?Customer: no other than his taxes.JA: Anything else you want the lawyer to know before I connect you?Customer: I'm wondering should I get a lawyer or can this be resolved in a different manner the band is really just under way we have an album and a few shows booked

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Irwin Law

Juris Doctor JD

10,072 satisfied customers
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