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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 41221
Experience:  Run my own successful business/contract law practice.
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My father died and he was a manager in a LLC in Texas that

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My father died and he was a manager in a LLC in Texas that had no article of organization. I am told that I have no say in the LLC by the remaining manager, which is taking money form the company.
Submitted: 6 years ago.
Category: Business Law
Expert:  Dimitry K., Esq. replied 6 years ago.
Thank you for your question.

Acutally the manager is half-right; If there is no article of organization or operation, that means there is no direct rules on cessation and transfer of ownership upon death, disability, or other causes. That in turn means that even if you are the father's beneficiary and sole heir, you do not automatically obtain rights to the business.

However, the executor of your father's estate DOES obtain the right to the business. Therefore the executor CAN demand an accounting, even a termination of business or a payoff of what is owed, and can retain forensic accountants to follow the funds. If the other manager refuses, the executor of the estate can file suit against the manager and the company for breach of fiduciary duty and in that manner establish control of the company or at least the company assets.

Good luck.
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