Legal Question in Business Law in Florida

Without a written operating agreement you are limited to Chapter 608 et al of the Florida Statutes. There is no simple answer to your dilemna at this time therefore you should browse that set of Florida statutes, primarily 608.422 as to the management by members/managers and realize that you must notify the others and or call for a formal meeting at which time the majority in interest of the members according to their interest in the profits will control.

You should know that without a written agreement there is no "president" "vice president" or other formal officer position similar to what you have in a Corporation - it is run by the members unless you formed it a a "Manager" Managed LLC. There are only two types in Florida - Member managed; or Manager managed.

For the future you may wish to look at my published paper under AVVO.COM called LLC vs S corporations, which would help you.

If applicable, then the member who holds a critical license to operate by state or Federal law, such as a contractor's license or under the Dept. of Bus & Professional Regulation may hold the upper hand in the negotiations and or dissolution since they may be able to simply terminate their relationship and take their business license somewhere else and put your LLC out of business! Also it would be in the favor of the member who may still own a large piece of equipment or critical item necessary to operate your LLC's business, since they also could take possession of the same and use the item or captial somewhere else since you have no contract restricting the same or even a contract to prevent your members from competing against the LLC or one another.

If you need help holding a special meeting, or even dissolving you had best retain a qualified business lawyer. If you simply want to try it yourself, you cold pay a nominal amount for a letter or instructional paper on how to hold such a meeting based upon Chapter 608. Let me know, and I could send it to you for a nominal amount of $, however I strongly recomend that you hire legal counsel at this time. My phone is 239 542 1355, and email is [email protected]. Hope this helps some.