Legal Question in Business Law in Ohio

The answer to your question is maybe and the lawyer favorite "it depends."

If a written operating agreement was not signed, then it is generally not enforceable. Oral operating agreements can be enforceable in Ohio if the facts indicate there was an oral agreement. If there is no operating agreement, written or oral, then the company operations are controlled by the limited liability section of the Ohio Revised Code (1705).

If a partner does not make a capital contribution (a "buy-in"), then arguably he is not a member of the LLC. A buy-in is usually monetary, but it can also be a contribution of personal property to the company or even work performed on behalf of the company. The other members would have to agree on a value for the contribution.

In your situation, is the partner willing to get out of the company, or does he want to stay in? If he is ok with leaving, then there might not be much of a problem. If he wants to stay a member though, things will be more complicated. Sometimes it can make sense to start up a new company and just transfer any assets to the new company.

I wish I could give you more definite answers, but unfortunately this is a very fact-specific situation. If you are interested in talking about it in more detail, feel free to contact me.