Operating Agreement For Llc Question?...
I had a acct. tell me if I had 3 members and down the road if they backed out I would have to disolve the llc because we were partners.Question? If i put in the operating that the company still functions if members drop can I do this?
If this is true would I be better off forming a corp.
Thanks
Tim
I have an LLC and can add or remove "members" at any time without having to dissolve the LLC. As long as you have the issue addressed in your operating agreement you would not have any problems.
LLC's are "member" and/or manager "managed". Maybe that accountant was thinking of a partnership instead of an LLC?
Also, LLC laws are NOT uniform accross the country. Each state has their own set of laws when it comes to LLC's...sooo the best thing for you to do is go to your state governments website and look through the laws pertaining to LLCs, or talk to an attorney. However, this is what I would do. If you're the driving force of your LLC, make it a manager managed LLC and name yourself manager, and then bring in your partner's as members, then they can come and go, but you remain as the LLC's senior member. If you don't want to/can't do that then if your state laws say the LLC disolves in the event of orginial members leaving (which is highly unlikely) then maybe you can edit your Articles of Organization to indicate that the LLC will remain intact if a founding member leaves.
Operating agreements should include a buyout scheme -- rules for what will happen when one member leaves the LLC for any reason.
Check on Nolo to see if they have any info to assist you...
Then have your atty. check it out!