Legal Question in Business Law in Connecticut

Can my LLC partner-member exclude me from financial and operational information? There is no written Operating Agreement in place.

My co-member partner has begun employing the use of strong-arming intermediaries to try and force me out of the company, apparently based on a belief that she owns 60% voting control despite the absence of a written agreement stating such. Her belief seems to stem solely from a business bank account which the bank designates as owned 60/40 in her favor. I have discussed the matter with several bank reps and bank policy simply DOES NOT require this document prior to establishing a banking account and, therefore, is not considered presumptive evidence of the existence of one.

My partner may be being fed misinformation from her non-member husband who has attempted in the past to ensure me that this account is, in fact, proof of an operating agreement. Regardless of her motives, however, the fact remains that my partner has now unilaterally blocked me access from all company social media sites, company email accounts and has promised me vital expense and creditor information, without ever delivering. This reached a head this week when her husband threatened me with liability in my role as "tax matters partner" - a role I could not properly perform due to my partner's actions.


Asked on 2/01/12, 7:37 am

1 Answer from Attorneys

Outside the operating agreement, there are many extrinsic indications that could elude to the ownership structure of the company such as the articles of organization, the division of profits and losses, prior tax filings, de-facto duties of the various members, emails or any other writings between the members etc. In the absence of am operating agreement the Limited Liability Company Act controls. The Act has a list of records that the Company must keep and requires that such records be available to the members.

At this point, since you are not able to reason with your "partner", you should retain an attorney as soon as possible and signal to your "partner" that you are serious in resolving this. If the matter cannot be resolved the Company may need to be resolved.

Feel free to contact my office at your earliest convenience.


Roman R. Fichman, Esq.

www.TheLegalist.com │ @TheLegalist

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Answered on 2/01/12, 8:57 am


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