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I am a member of a two member LLC with my brother as the…

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Hi I am a member...
Hi I am a member of a two member LLC with my brother as the other member of a healthcare organization established in April of 2017. My brother was the initial member and then I was added. I have been asking for the operating agreement and banking resolution documents from him and the registered agent but have yet to receive them..Also he is not advancing the business and I am paying half of the rent per our verbal agreement and the LLC is located in a building in which I am being denied access. I feel like he is violating CT statues and his fiduciary duty to the LLC and me. What are my legal options as I have a significant investment in this business.
Submitted: 8 months ago.Category: Business Law
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Answered in 10 minutes by:
11/14/2017
Business Lawyer: socrateaser, Attorney replied 8 months ago
socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 40,063
Experience: Retired
Verified

Hello,

1. An operating agreement is optional with respect to an LLC. You cannot force your co-member to enter into the agreement, after formation. Though, you can certainly sue your co-member for intentionally inducing you into forming an LLC and investing substantial funds based upon false statements -- because what you are describing is either common law fraud, or negligent misrepresentation.

2. Breach of fiduciary may also be an option, but from what you describe, it's not the operation of the business that is the problem (which would form the basis for a cause of action for breach of fiduciary) -- but, rather the inducement that caused you to enter into the business transaction in the first place.

Regardless, these types of cases are beyond the capacity of practically any layperson. You need to hire a civil litigation attorney who emphasizes business transactions. If you would like a link to some possible referral websites please let me know.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, Justanswer retains your entire payment, and I receive nothing for my efforts in your behalf. Note: If you cannot find the rating button on your webpage, please just type in your rating in a response to this note, and customer service will apply the rating for you.

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Customer reply replied 8 months ago
I would like that link or referral.
Business Lawyer: socrateaser, Attorney replied 8 months ago

Here you go:

https://www.americanbar.org/directories/lawyer-referral-directory/lawyer-referral-directory.html?q=inmeta:STATE_SERVED%3DConnecticut

and...

https://www.martindale.com/find-attorneys/

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer (click 3, 4 or 5 stars) -- otherwise, Justanswer retains your entire payment, and I receive nothing for my efforts in your behalf. Note: If you cannot find the rating button on your webpage, please just type in your rating in a response to this note, and customer service will apply the rating for you.

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Business Lawyer: socrateaser, Attorney replied 8 months ago

Hello again,

I see that you have reviewed my answer, but that you have not provided a rating. Do you need any further clarification concerning my answer, or is everything satisfactory?

If you need further clarification, concerning this matter, please feel free to ask. If not, I would greatly appreciate a positive feedback rating for my answer (click 3, 4 or 5 stars) – otherwise, Justanswer retains your entire payment, and I receive nothing for my efforts in your behalf. Note: If you cannot find the rating button on your webpage, please just type in your rating in a response to this note, and customer service will apply the rating for you.

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