Legal Question in Business Law in Arizona
Can 1 member of a 2 member AZ LLC sell a DBA under that LLC without both signing? There is no operating agreement.
2 Answers from Attorneys
Ordinarily not, since each member is a fiduciary of the other member. In the absence of an operating agreement, the selling member may have an argument of implied permission if designated a manager of the LLC. Best seek counsel.
The DBA is the property of the LLC. Turn it around and think about it: what would you think if the other member sold property belonging to the LLC without your consent? If you violate your fiduciary duty to protect the assets belonging to the LLC you could find yourself on the losing side of a lawsuit. It's better to discuss the big picture with an attorney to find out why you are asking this question and determine how to get you what you want.
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