Legal Question in Business Law in California

Re: dissolution of business

If the parties can't reach agreement, which can be fostered by experienced counsel explaining the facts of life and costs of suit, then you could end up in legal action for court intervention in the distribution of assets and debts. Feel free to contact me if interested in getting help on this; I have been an arbitrator and mediator for the Superior Courts for years, and have civil and commercial litigation expertise of over 30 years.

Re: dissolution of business

I will try to give some advice, not just solicit your business. The first thing I would do is independently verify from the Secretary of State's records everything that has been filed officially on behalf of the LLC, starting with the LLC-1 form filed to create it in the first place. Look for statements as to who the managers are, whether all four supposed members really are members, and things of that sort. Participants in LLCs may be members, managers or both, and the rights and duties vary.

A written contract of any sort, even if vague and incomplete, would probably be given some weight by a judge. Documents that are very vague may sometimes be deemed too vague to bind anyone, and therefore not enforceable, but that probably won't be the case here; if the LLC was indeed formed by filing an LLC-1 and there is evidence that all four of you are members, the court will assume there is an agreement, which may be part written, part oral and maybe part implied in fact from the parties' conduct. The writing that is a "vague contract" will be treated as evidence of the terms of the parties' operating agreement for the LLC, even if it is not the contract per se.

There is no necessary connection between being a member and being an employee. In fact, the law presumes that a member is not an employee and is not entitled to work for, or be paid by, the LLC, even if the member is also a manager. The right to compensation as an employee, or as a paid manager, if it exists, would arise out of a separate agreement between the individual and the LLC.

A member always has the power to witdraw from an LLC, but not necessarily the right to do so. This means you can withdraw, but in doing so you may be breaching a contract, most likely the operating agreement. See Corporations Code section 17252.

An LLC shall be dissolved upon (1) the time or occurrence of an event triggering dissolution as set forth in its Articles of Organization or a written operating agreement; (2) upon the vote of a majority in interest; 0r (3) a judicial decree after a suit showing good cause, see Corporations Code section 17351.

This is not a complete dissertation on the law applicable to your questions, but it is a small start.

Re: dissolution of business

Our CA member attorney can give you a free consultation on this. NanceGroup.com

Re: dissolution of business

I can help with this. You need to make an appointment to see me.

Re: dissolution of business

A lawsuit for dissolution and accounting should be filed if an attorney cannot negotiate a settlement between the parties. You should hire an experienced attorney who handles business litgiation.

Re: dissolution of business

I have 19 years experience in these matters. A dissoultion of

partnership and accounting action with an injunction to prevent your

ouster and a wasting of assets should be filed immediately. Contact

me directly.