Legal Question in Business Law in Tennessee

Tennessee LLC

I am the registered agent for a TN LLC. All paper work is in my name. Paper work was drawn up over a year ago but never signed. His wife and my self were working the company he has his own business.

Two months ago he decided I no longer should receive any salary. Because of past checks do I have proof of intent of being paid a salary? And if not is there anyway to get her off the payroll because of a conflict of interest. It takes two signatures to write a check. Please advice. Plus if we never signed the partner ship agreement but did file taxes showing the split of profits, do I have to honor the unsigned partnership agreement. Or is it my perogative to take him out of the LLC that does not have his name on it and choose to make my wife the partner.


Asked on 9/28/07, 8:35 am

1 Answer from Attorneys
James R. Becker, Jr. Becker Law Firm

Re: Tennessee LLC

The issues you raise are not the sort of thing that can necessarily be answered completely on a web posting. You should take your paperwork to an attorney and discuss this matter in person with him or her.

In general, almost the entirety of your answer will depend on the language of the LLC Agreement, whether it was filed with the state and your role in the LLC. If you are part owner, then typically your position on getting paid a salary would be weaker. Also, since it was never signed it most likely was never filed with the state. This means that you are probably working as a de facto partnership. This could have significant liability risk for you.

As I said at the outset, you need to consult with an attorney to go over this situation. If you would like to discuss this matter, you can email me at [email protected].

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Answered on 10/01/07, 4:44 pm


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