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JerrySJD, Attorney
Category: Business Law
Satisfied Customers: 821
Experience:  Attorney for business formation, business sales, tax, partnerships, sole proprietors and buy/sell agreements.
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In NJ can a business partner with 60% ownership in an LLC force

Customer Question

In NJ can a business partner with 60% ownership in an LLC force the other 40% to: XXXXX the business at his discretion?
B. Close the doors with out the consent of the 40% partner.

There is no operating agreement or buy/sell agreement in place.

Submitted: 5 years ago.
Category: Business Law
Expert:  JerrySJD replied 5 years ago.

JerrySJD :

A sale of the 40% cannot be forced. The 60% partner can close the business though.

JerrySJD :

Do you need more?

JerrySJD :

If the 40% interests are harmed, there is a cause of action against the 60%. There a lot of aspects to this, like whether he is opening a new similar business and things like that.

JerrySJD :

Thank you for using JustAnswer! Please click "Accept". If you need more, just let me know.

Customer :

Thanks for the reply... So if he closes the business, would that not harm my 40%? I am willing to keep it going to pay off our joint debts however he wants me to pay down a chunk of debt up front in order for him to agree to this which I think is unfair since I am getting stuck to work off 100% of the debt at that point.

JerrySJD :

If he closes the business you will probably be harmed. Why should you have to pay down joint debt anyway? If this debt was incurred by the business, the business should pay it off with business income. If the business closes, and you are on the note, you and any other guarantor will be stuck with the debt and no business income to pay it off. Plus, you lose the business. Not clear why he wants you to pay it off. The 60% person should agree to let the business pay down the debt.

JerrySJD :

Instead of closing the business, would you consider buying out the 60%? Might be better for everyone, particularly if the 60% person is also on the debt.

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