Legal Question in Business Law in Florida

Partnership

I am in a partnership (LLC) with 3 members. We have a real estate deal on the table and 2 of the 3 Managers want to go forward on the deal. All members have the same position in the company. The person that does not want to go through with it is the investor, but like I said, its an equal partnership


Asked on 7/09/08, 12:06 pm

1 Answer from Attorneys

James Waite Winters & Waite, LLC

Re: Partnership

The answer will probably depend on what your LLC Operating Agreement (sometimes called "Regulations") provides for.

Many such agreements provide that certain types of activities, such as large transactions, require more than the approval of a simple majority (e.g., unanimous approval, or perhaps, a super-majority). In other cases, the company's "Managers" or "Member-Managers" (depending on the type of entity that has been set up) may approve such transactions without even consulting with the other members.

Take a close look at your Operating Agreement. If you don't have one, you will need to look to the LLC statute in the company's state of organization (which may be Florida, but may also be a different state, as many companies opt to organize in distant venues such as Delaware). Such statutes often set forth "default" voting requirements for large transactions.

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Answered on 7/09/08, 12:59 pm


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