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Linscott Roberts Hanson

Linscott Hanson’s Answers

352 total


  • Am I responsible for my partners action in llc

    If I'm not listed on sec of state am I still a considered a partner in an llc and can I be held responsible for the finance or debt side of it?

    Linscott’s Answer

    The answer to your question depends on the law of the State where the LLC is formed (Louisiana?) Here in Illinois, even if you are listed on the filings with the Secretary of State, you would not be responsible for the debts of the company. The Illinois courts have gone way out of their way to uphold this provision in the Illinois LLC act.

    As a Louisiana business lawyer to be sure that your State has a similar provision in its law.

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  • Dissolving an LLC

    I recently formed an LLC for a RV Resort in Texas. Devlopment of the park will take place in the upcoming years. There is no operating agreement in place with my partner. Our verbal agreement was he would not contribute any more than 120K w...

    Linscott’s Answer

    My first and strongest recommendation is that you get together with an experienced Texas business attorney and discuss this entire matter.

    That having been said, I believe you will find that if you take advantage of this offer for the property, you will have “misappropriated an opportunity” which belongs to the LLC. Clearly you intended this property to belong to and be developed by the LLC. If you now take and run with the opportunity to sell, I believe your 33% partner will rightfully claim you have acted improperly and he ought to share in the gain on sale in proportion to his interest in the property.

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  • Forming LLC in Massachusetts for family investment office, 3 managers live outside of MA. I live within state.

    Do all designated managers on your LLC have to live within MA? or is it okay so long as one manager is within MA.

    Linscott’s Answer

    There are no residency requirements for Managers of an LLC in Massachusets. Look particularly at the definitions section of the act, and the sections dealing specifically with Managers.

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  • Can a current Board member who also owns and sits on the Board for her own company be sued or removed for competing?

    The current Board member sits on both Boards, but she owns another company performing similar work and is gaining knowledge and is using that knowledge to compete. She has told me that unless she is deemed "incompetent" or has committed a felony,...

    Linscott’s Answer

    The law of the State where the corporation was formed will provide much of the answer to this questions. First of all, Directors can be removed by a shareholder vote under some circumstances, and cause is not necessarily a factor. Where I practice (Illinois) a Director can be removed by a shareholder vote if the notice of the meeting specifies the removal will be sought, and the votes AGAINST removal are less than the number it would take to elect a director (taking into account cumulative voting if it applies).

    Secondly, as previously suggested, Directors owe to the corporation on whose board they sit, and to the shareholders, a duties of loyalty and care. They cannot appropriate to themselves or to other companies which they control, opportunities of the corporation. They cannot “tilt the table” in their own favor as they reach corporate decisions. They cannot withhold information from the corporation which is important to its decision making. If it can be shown that a Director is violating these duties, ground for removal by a Court exist. And removal may not be the end of the story, the offending Director may also be required to respond in damages for the harm which such action(s) or inaction(s) have caused.

    This is the sort of question which absolutely requires the attention of an experienced business lawyer.

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  • Are there ways of getting around an estranged relative contesting a will, while the testator is still alive?

    Such as simply transferring the money to a beneficiaries' bank account, or a trust, etc.?

    Linscott’s Answer

    • Selected as best answer

    In part the answer to your question is “it depends.” It depends in part on how much money is involved. Obviously if funds are limited, simpler answers should be sought, whereas if the amount involved is a lot more, other answers need to be considered.

    Generally speaking a transfer of funds during lifetime is still going to be questioned, and subjected to the test of whether the gift was motivated by undue influence and whether the donor was of sound mind when the gift was made. So transferring the money won’t necessarily solve anything.

    Other things that can be done, whether the transfer is during lifetime or by will would include the donor visiting his or her physician. The fact of the upcoming gift should be discussed, and the doctor asked whether, in his or her judgment the donor is of “sound mind?” Ask that the answer to that question be noted in the treating physicians notes in the chart. While visiting the doctor, inquire about the medications the donor is taking - will any of these, or any combination of these be likely to adversely effect the donor’s judgment? Are there medications that should be temporarily discontinued when a new will, or a gift is contemplated? Again, ask that these questions and answers be charted.

    In some cases the signing of documents should not only take place in the presence of witnesses who are truly disinterested, but perhaps the whole thing might be recorded on video. A discussion with the donor could precede the actual signing, which includes questions for “Short Portable Mental Status Questionnaire” like “Who is the President of the US?” “Who was the President before him?” “Subtract 3 from 20, and keep subtracting 3 from each new number all the way down.” and so forth. The person conducting the interview could also bring up the person who is excluded from the gift, and give the donor the opportunity to explain why this is being done. The video should be professionally done, and kept by the video operator so that he or she can testify that it has never left his/her possession and never been altered. This make powerful evidence in the event of a contest.

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  • Can the managing partner of an LLC force other members to pay the debt of the LLC?

    I wish to depart the LLC and want to sell my interest to another partner. Will the purchasing partner assume my liability (if any) for the LLC's debt?

    Linscott’s Answer

    The purchaser of your interest will not AUTOMATICALLY become responsible for you liability. If your bargaining for the sale of your interest, you can include the buyer's willingness to assume your liability as a part of the negotiations. BUT even if the buyer is willing to assume your indebtedness, and to indemnify you against any loss on account of it, its ultimately up to your creditor to either accept the transfer to the buyer or not. If you can get the creditor to agree, then you can feel comfortable that you have gotten rid of the liability, otherwise there is still some reason for concern, as you are depending on the buyer's promise.

    The operating agreement of the LLC may contain language the assists you or not, and you need to have that reviewedf by an attorney in the jurisdiction where the company is domestic.

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  • Hi ,

    i am a managing member in a llc that hold 2 buildings in miami beach , the other managing member registered a third managing member without me knowing or agreeing , is that legal ? thank you niv

    Linscott’s Answer

    What does your operating agreement say? Do you have a written operating agreement? You need to take that, all the correspondence you have regarding this venture, copies of your company tax returns, copies of banking agreements, etc. to a Florida lawyer to straighten this out.

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  • Will an llc protect the company from past personal debts?

    There is a judgement against one partner in a new business. Will the LLC be liable for this personal debt or can the LLC be protected from an attempt to collect this personal debt?

    Linscott’s Answer

    • Selected as best answer

    The answer to your question lies in the Missouri LLC act. In most States, the LLC Act contains language indicating that the "sole remedy" of creditor of a Member of an LLC is a "charging order."

    LLCs are more like partnerships than like corporations.

    It is a fundamental of partnership that you have the right to "pick your partner(s)." This means that without your consent, a new partner cannot enter the partnership. The "sole remedy" language contained in most LLC acts is seeking to protect the same principle - that is to prevent a creditor of a Member of the LLC from becoming a new Member by attaching and buying the Membership Interest. The charging order acts like a garnishment served on the LLC. If the LLC is making a distribution, the holder of the charging order, rather than the member against whom he holds a judgment, will receive the distribution. BUT the creditor will not become a member, not have a right to attach the assets of the LLC.

    You need to discuss this issue with an attorney practicing in Missouri to be sure.

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  • In a FL S corp, can the president (with no existing sharholder agreements whatsoever) be voted out of the corp by treas/cfo & vp

    S Corp less than year old. Financial misappropriations by the President, among other failures in duties to the corporation.

    Linscott’s Answer

    Please consult a Florida business attorney for a definitive answer to your question.

    Typically officers of the corporation are "at will" employees, and can be terminated at any time. Does this President have a contract of employment? That might change things.

    Typically, other officers neither elect, nor remove the President. Officer are normally elected by the Directors of the corporation, and can be removed by the same group. How many Directors does the corporation have? Is the President a Director? Without the President, and Directors likely to side with the President, is there a majority of the Board to vote for the President's removal? If so, the normal proceedure would be to notice a Directors meeting, and move the removal of the President, then hold the vote.

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  • Can a caregiver get reimbursed from the insurance company after the family member has deceased

    My mom had stage four cancer of the kidney which spread to her bones, lungs and brain within a year and half. I turned down round the clock nurses until hospic came in because I as the daughter I knew I could give my mom the best care. Since Medi...

    Linscott’s Answer

    I note that you are in Florida. If you were in Illinois, where I practice, the law would be that you are not entitled to payment from any source for the services rendered to your Mom unless you had a written agreement, in advance, detailing the services to be rendered and the amount you would receive. In the absence of such a written agreement, it would be presumed, (and I'm sure this is true) that you rendered this care out of love for your mother, without expectation of payment.

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