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Roger, Attorney
Category: Business Law
Satisfied Customers: 31770
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by Thompson-Reuters
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I am told that If a LLC is member managed, then a vote of

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I am told that If a LLC is member managed, then a vote of the members would be required to bring a lawsuit in the name of the LLC, if the operating agreement is silent on this issue.
Question; Pleasw provied What law, statute, or case law supports this answer?

Roger : Hi - my name is XXXXX XXXXX I'm a litigation attorney. Thanks for your question. I'll be glad to assist.
Roger : If the LLC is not managed by a manager, then the day-to-day operations and decision making would be handled by the members. Member-management is the most common form of management, especially for small businesses. If that is the case, then the members would have to vote on whether to file suit UNLESS there has been a designation in the corporate records that some member has the authority to act in this capacity for the LLC/on behalf of the other members.
Roger : I'll try to see if I can find some authority out there, but this is largely a contractual issue for the LLC, and there may be little information out there.
Roger : Please bear with me and I'll see what I can find.
Roger : Cal. Corp. Code 17150. Business and affairs of company managed by members says:
Roger : "Unless the articles of organization include the statement referred to in subdivision (b) of Section 17151 vesting management of the limited liability company in a manager or managers, the business and affairs of a limited liability company shall be managed by the members subject to any provisions of the articles of organization or operating agreement restricting or enlarging the management rights and duties of any member or class of members. If management is vested in the members, each of the members shall have the same rights and be subject to all duties and obligations of managers as set forth in this title"
Roger : This means that ALL decisions of the company - - including the decision to file suit - - would have to be voted on and approved.
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