Legal Question in Business Law in New Jersey

Re: llc membership and management nj

You will need to speak with a NJ business attorney.

Re: llc membership and management nj

You have a real mess on your hands, to put it bluntly.

Disputes between owners of small businesses can be a real headache.

You have said that there is no operating agreement.

You need to sit down with an attorney, go through the situation in detail, and get some idea of what your options are. If they are actively interfering with your ability to run the business (I am assuming that you were in fact running the business), then you need to act quickly to prevent damage to your business.

Please call my office if you would like my assistance. I would be happy to speak to you on the telephone, but it will take more than just a brief telephone call to assist you with these issues.

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Re: llc membership and management nj

The simple answer is that, if there is no operating agreement, the LLC is run by the default give in the statute. NJSA 42:2B-44 says that interests in an LLC are assignable (unless an OA says not). So, you could not prevent the assignment of the interest from the wife-members to their husbands. But wait .... there's more ...

Once assigned, the assignee has NO RIGHT to participate in the management of the LLC unless the non-assigning members all agree. See NJSA 42:2B-44(a). So, when the wives assigned their interest, their right to manage the LLC was extinguished and the husbands did not acquire any management interest unless you chose to honor it. But wait ... there's more ....

Assigning the interests back is just a reassignment and does not revive the management rights. So, I conclude that unless you agree otherwise, you are now the only one who can manage the LLC. None of the others have anything to say in it any more except that, as assignees, they are entitled to the distributions as an assignee.

That's the simple answer. Thing have a way of becoming more complex as the facts come out, so be sure to read the reference below.

Also, Bob Davies is correct in the these things tend to get nasty, so be prepared for a fight if you want to press the issue.

My firm handles matters of this type. If I can be of further help to you, call or email.

See also: http://info.corbettlaw.net/lawguru.htm