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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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What happens if a member of an LLC doesnt sign the voted on

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What happens if a member of an LLC doesn't sign the voted on changes to an operating agreement?

Scenario: There are 4 members of an LLC with equal share (for the purposes of this discussion). 3 members vote to pass a motion to change the operating agreement, one member abstains. The motion passes.

Question: What happens to the fourth member if they refuse to sign the new changes to the operating agreement (under Nevada law)?

Thank you for your question. Please permit me to assist you with your concerns.

Under Nevada law, provided that the changes are based on 'majority' of shares or conditions in the operating agreement, the agreement is still binding UNLESS that change had to be unanimous in nature. Even if someone did not sign, their lack of signature does not negate the change or the modification to the agreement. The change is therefore valid and binding against all 4 of the members, including the contesting member of the LLC.

Good luck.

Customer: replied 4 years ago.

Thank you for your reply. My question was more on what happens to the member. Does the member remain a member of the operating agreement, or do they somehow become an assignee and stripped of their voting and management rights?


Sorry if I misunderstood. No, the member remains a shareholder and remains a member of the operating agreement. Disagreeing with a vote does not somehow strip that person of further rights down the line, unless that was what the vote was about. They remain full members and they do not lose their rights in the company in any way.

Good luck.

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