What are my right as a member in an LLC that does not have any assets, or operational agreement? Can my partner remove me?
Asked on Jun 20th, 2012 on Business Law - Tennessee
More details to this question:
I am a member since one month but I have contributed with my services for three months before I become a member. I also paid 3000 dollars. Nothing in writing but I have all the receiptes for all what I paid. I have exchanged emails that proves that I have done services. My partner keep threatening me of removing me or dissolving the llc. We had personal issues that is not related to work. I have done many efforts to build the company also I traveled with my partner to the Middle East and established business there that will produce hundreds of thousands of dollars. Now she does not need me and she started to ignore me and not forwarding business emails to me or updating me with what is going on. I heard that she is planning to continue business by herself. Do you think I can get compensated if we have sales in the middle east? Can she deny my services and the money that i paid and remove me just like this for no reason? Please help. Thank you!
The threshold question is likely whether you are a member at all and what membership interest you own. As a general matter, the holder of a majority of the membership interests can, in the absence of a written operating agreement, dissolve the entity and take other customary corporate actions unilaterally -- at least within limits. You will need to review the precise circumstances with an attorney who can assist you in looking through the emails and other relevant documentation.
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