Not exactly sure if the business in (?) is a holding company or not, but if it were the case, can a holding company that has a debt or needs to distribute assets to heirs in law (as inheritance), have the legal and lawful right to do so, although the other compnay stipulates differently in its documents?
Wow. Let me see if I can parse this out. You have an LLC at issue. Call it Company A. It may or may not be a holding company, that is it may or may not hold an equity interest in another company we will call company B. This putative holding company, Company A, hopefully has an operating agreement. The putative holding company , Company A, is either in debt to another party or it has some obligation to distribute assets of an estate to the heirs of a deceased person. The relationship of the decedent may affect the outcome of your query. Apparently the second company Company B, stipulates something different in its documents. You definitely need a lawyer in Austin familiar with both LLCs and some knowledge of inheritance law in TX.
That said, if company A's operating agreement will control how it operates. The operating agreement or bylaws of Company B are irrelevant, unless Company A's governing documents tie it to Company B so as to give Company B some say in the operations of Company A. It is also not clear what the debt of company A is and whether it relates to the inheritance at issue. The simple answer to your question, if I understand the facts correctly, is that the governing documents of Company B have no control over Company A, unless the documents of Company A have granted such control or if Company B is a parent or majority interest holder of Company A.
I agree with Mr. Sprang, a lot more detail, and reviewing the operating agreements of the companies is required to answer the question.
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