Forming The Limited Liability Company: LLCs Need A Written Operating Agreement
Question: I am the managing member of an LLC in New Jersey and have a question concerning other members of the LLC. Currently, I have two members other than myself of my LLC and would like to know if I would be able to remove them from the members’ list without any repercussion from the members. Do I need a written consent that they acknowledge that they are being taken off or can I just remove them and notify them of it at a later time? There has been no signed agreement between me and the other two members concerning the LLC’s practices, division of clients or division of profits. The other members and I are not seeing eye to eye and I would like to take on a new member and remove the other two. Is this possible?
Reply: Yours is a typical situation when people try to form businesses without the appropriate legal help. Unfortunately, you do not have a written operating agreement. This means that the terms of your LLC agreement are “oral.” It does not mean that you have NO agreement. You cannot remove the other members except under agreed terms or by law. You must contact a business lawyer at Ronald J. Cappuccio, J.D., LL.M. (Tax), immediately!