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DrakeLAW, Lawyer
Category: Legal
Satisfied Customers: 764
Experience:  Attorney at Drake Law Firm PLC
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I am a partner in a LLC partnership based in CA but live in

Customer Question

I am a partner in a LLC partnership based in CA but live in MA I am thinking of leaving the partnership and want to know my standing. if i leave empty handed or actually get a buy out. Our opperating agreement states that if a member withdraws pursuant to Section 7.1 will be entiltled to a distribution from the company in a equal amount ( which is 25%) to such members capital account which must be paid by the company to such member within 90 days of withdrawal date unless otherwise agreed in writing. Does that occur at the date of notification or in 90 days basically the 25% is based on the time the notice is given locking in the company to pay 25% of Capital Assets to myself or does it allow them 90 in which they could liquidate and leave me with nothing?
JA: Can you tell me what state the LLC is registered in?
Customer: CA
JA: Has anything been filed or reported?
Customer: We have filed all our necessary documents years ago with state to do business. and our Operating Agreement but other than that no
JA: Anything else you want the lawyer to know before I connect you?
Customer: Thats about it
Submitted: 11 months ago.
Category: Legal
Expert:  DrakeLAW replied 11 months ago.

Hi, my name is ***** ***** I look forward to helping you, please give me a moment to review and possibly research answers to your question.

Expert:  DrakeLAW replied 11 months ago.

This is a legal question that may only be answerable by a court, but my reading of that provision and the way I guess the court would go on it is that it is at the time of the withdrawal. And that the company then has 90 days to pay the member that amount. It would be inequitable to allow the company to liquidate you out of your position solely for giving notice of your withdrawal. I also don't see how they could liquidate without you getting your fair share anyway. If they were to liquidate and take distributions, they would have to pay you pro rata as well.

Does that make sense?