Legal Question in Construction Law in California

Re: How can I force my LLC partners to open the books?

Generally speaking, a subpoena cannot be issued without a lawsuit or a case having been filed. There are some exceptions, but I would need to know more facts to ascertain whether any of those exceptions apply. Bottom line is that a court hearing is required before issuance of a subpoena without an active civil case.

Have you made demand upon the manager of the LLC to disclose the books? The Operating Agreement should provide some guidance. If not, and if your demands have proven futile (or been ignored), then you should likely retain an attorney to sue the LLCs, the manager and perhaps the other members if embezzlement truly has occurred.

Find yourself a good business and/or real estate litigator. Good luck.

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Re: How can I force my LLC partners to open the books?

I am assuming that your question pertains to a California LLC. The Operating Agreement will spell out many of your rights. However, in addition, under California LLC law, you have the right to inspect the books and records of the LLC at any time during normal business hours upon reasonable request at the place where the records are kept (i.e., you can't fax a letter and expect access within 1/2 hour, but a request for access the following day would be reasonable). You also have a right to see the federal and state income tax returns for the LLC.

California LLC law sets forth the rules by which you may withdraw from the LLC, or by which the LLC may be dissolved, in the event your Operating Agreement does not do so. The first step is to consult the Operating Agreement and make a demand for inspection of the books and records. If you are successful in getting the books and records voluntarily, the next step will be to see if you can negotiate with the other members to resolve your questions regarding allocation of assets and liabilities, and then to see if you wish to remain a member of the LLC. If you are not able to get the records voluntarily, or if you cannot resolve your issues through negotiation, then you will need to file suit.

I am of counsel with a firm that does extensive business and real estate litigation as well as corporate transactional. My advice is that you contact an attorney at your earliest opportunity. I would be happy to answer any other questions you might have.

Re: How can I force my LLC partners to open the books?

Saying you have funds will prompt responses, for sure.

Start by having an attorney review your LLC paperwork and agreements to determine that you are entitled to distribution. As I assume you are, then he can write a nasty letter to prompt them into action. This is taking it a step at a time, with your fee money. If that fails, you can then file suit for accounting and distribution, and for dissolving the LLC if desired. Contact me if interested in doing it right.

Re: How can I force my LLC partners to open the books?

Clearly you need to litigate. There are several causes of action. Breach of Contract with relief requested as Specific Performance; Dissolution of Partnership; Petition to have the managing partner removed; etc; Please don't attempt this without representation. Call me directly at 16192223504.