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Do I have to be informed in writing if I unknowingly violated a provision in our Operating agreement?

Carlsbad, NM |

In the Operating agreement with my mother and brother, I signed a post nupt with my wife. In the post nupt it mentioned the llc and her involvement in the llc in case of my death while we were married. I did not know that this violated the transfer of my shares. I did not recieve anything in writing as to the violation, and my partners are saying that I verbally agreed to the sale specifics, but there is nothing in writing. Just a piece of paper with a set of figures showing my 1/3 profit after everything is 19.87 our revenue is 1.5 M this year, last year was 850K. The OA has been modified and the buy out is a done deal and I knew nothing of it or signed nothing.

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Attorney answers 2


Hire an experienced attorney tomorrow! This is not something that can be answered in an online forum. Moreover, we are talking of rather significant sums at issue.

As to your facts, that does not make much sense. Your interest in the LLC is your property and absent rather clear terms in the operating agreement that prevented you from "mentioning" your wife, it seems odd to claim that this mention would constitute a transfer. Also, you mention this piece of paper and the operating agreement which has some form of transfer restriction. How can they say there is this restriction when you say there is nothing? Your description is not clear.

In short, hire a good business attorney with expertise on LLC operating agreements. Provide them the operating agreement, the nuptial agreement, and all facts and they can quickly advise you of your rights, duties, and options. Good luck.

This answer is for informational purposes only and is not legal advice regarding your question and does not establish an attorney-client relationship.


As Mr. Murillo indicates, hire an attorney as soon as possible. They will need to review the documetns in detail, and I suspect that there will be a lot of "clean-up" to be done. These are complex matters and your company can afford it. Put differently, compared to the cost of "misunderstandings" down the road, you can't afford not to get a local, professional review.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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