Our Florida LLC is a new business made up of 3 partners. 2 of the partners work to grow the company and the 3rd partner has not done anything to grow the company. The articles of incorporation that were filed on 12/20/11 lists the 3rd partner as an officer but the articles that were filed on 3/21/12 did not list him as an officer. There is no company operating agreement in place. To remove this partner, was it enough that his name was removed from the 2012 filing?
You are getting your jargon a little mixed up. Articles of incorporation are filed for a corporation rather than an LLC. A corporation has officers, an LLC has members and managers, and an LLP has partners. Although it is not clear what type of business organization you have, you have made it clear that two of you want to get rid of the third person. Without seeing the organizational documents for your business entity, it is not possible to give you guidance. Rather than seeking incomplete generic advice on line, you should consult an experienced business lawyer in your area for guidance.
Disclaimer: This answer is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Actual legal advice can only be provided after completing a comprehensive consultation in which all of the relevant facts are discussed and reviewed.
I will ignore the jargon and assume you have an LLC. Most state laws (including I believe FL) do not provide any procedure for removal of a nonproductive member from an LLC (other than judicial dissolution for serious misconduct). That is left to the Operating Agmt. Standard form OAs typically omit this issue as well. Many LLC’s unfortunately do not want to spend the money to have a proper OA that includes provisions for expulsion of a nonproductive member. Merely taking his name off a state filing will not expel him. You should consult with a business lawyer to see whether there is a basis for judicial dissolution or other way to remove him.
Best of luck with it.
DISCLAIMERâ€”This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am admitted only in California. (Bryant) Keith Martin sbbizlaw.com
In California, under Corporations Code section 17100(c) the following is provided for termination of a membership interest in a limited liability company:
"(c) The operating agreement may provide for the termination in whole or in part of the membership interest or economic interest of a member in the limited liability company. If a member’s economic interest in the limited liability company is terminated pursuant to the operating agreement, the member may demand and shall be entitled to receive a return of that member’s contribution. Any provision in an operating agreement governing the termination of a member’s interest and the return of a member’s contribution shall be enforceable in accordance with its terms unless the member seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the agreement was made. Upon any termination of a membership interest, the list required by paragraph (1) of subdivision (a) of Section 17058 shall be amended accordingly."
This is the California statute, but many states have similar statutes for removal of a member of a Limited Liability Company (LLC). But, the removal process starts with the operating agreement for the LLC. Read it over and determine if it contains a provision for removal of a member.
I hope this helps.
Drew Allan Cicconi
Attorney at Law
Disclaimer: This is a general discussion of legal principles by a California lawyer and does not create an attorney/client relationship. This is not intended to be legal advice in your specific case. It's impossible to give detailed, accurate advice based on a few sentences on a website. You should always seek advice from an attorney licensed in your jurisdiction who can give you an informed opinion after reviewing all of the relevant information in your case.
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