QUESTION
What is the Written Consent language to admit new members to an LLC who will receive a membership interest as a gift without giving contribution?
Asked on Dec 20th, 2012 on Estate Planning - Michigan
8 ANSWERS
Do you have an operating agreement? If so, review it to see how new member are admitted. Also, does everyone know their rights and responsibilities and how profits and losses are shared? Will the new member (by gift) be treated as all other members? Otherwise, written consent by all members to the new member would be sufficient. Maybe also state clearly the interest of each member in the document.
Answered on Jul 07th, 2013 at 10:51 PM
Business Law Attorney serving Livonia, MI
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Gerald A. Bagazinski
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I would have minutes of the members and amend the operating agreement to reflect the admission of a new member. If the value of the gift exceeds $13,000 a gift tax return may be required.
Answered on Dec 30th, 2012 at 10:07 AM
Thomas Edward Gates
Check the language of your Operating Agreement. It is likely, if the existing members do not admit as a voting member, the individual would be receiving their share of the profits, but cannot vote on any matters affecting the LLC.
Answered on Dec 28th, 2012 at 12:10 AM
Business Planning Attorney serving Livonia, MI
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Frederick & Frederick Attorneys at Law
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I am not sure what you are asking. Membership would be governed by your operating agreement. That should be drafted by an attorney. The attorney can then address this issue.
Answered on Dec 26th, 2012 at 1:19 PM
Trust Attorney serving Cincinnati, OH
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Paul A. Nidich Attorney at Law
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You probably should see an attorney, especially if the LLC is going from one member to more than one member.
Answered on Dec 26th, 2012 at 11:05 AM
3 Awards
You need to review the LLC's operating agreement to determine what is required.
Answered on Dec 26th, 2012 at 11:05 AM
Commercial Contracts Attorney serving Boise, ID
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Peters Law, PLLC
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You should first look at your operating agreement. If the LLC does not have one, then presumably just a statement signed by the other members that states that they consent to the new member joining and his or her percentage ownership of the LLC is X.
Answered on Dec 26th, 2012 at 11:04 AM
Appellate Attorney serving Grosse Pointe Farms, MI
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Musilli Brennan Associates, PLLC
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It will be written by an attorney to meet the circumstances and desires of the LLC members.
Answered on Dec 26th, 2012 at 9:46 AM