He doesn't want to sign an operating/partnership agreement until we are more established. I want to ensure that he cannot make financial commitments with which I do not agree - so am looking for a way to not be held liable for any decisions he makes financially in advance of getting an operating agreement signed. Is that possible, and if so, how do I do that? Thanks!
You need an agreement now, before there are assets and liabilities!!
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in the absence of your own Company Agreement, the provisions of the Texas Business Organizations Code will apply. You have a communications problem. I would suggest that the 2 of you meet with a Business Attorney and let him/her explain it to your partner.
Like the other attorney's, I feel for your dilemma. My only additional suggestion is that if your partner is reluctant to sign a large complicated agreement, perhaps you can draft a simple one page outline of important points and get him to agree to that. An operating agreement need not be complex or cost money to draft - it just needs to address the salient points.
My response is not to be construed as creating an attorney-client relationship and it is not offered as legal advice. Hopefully, this discussion will steer you in the right direction if you choose to hire an attorney.
I have read the other answers and the comments.
You have received excellent advice.
I am concerned about a couple of things:
First, you are in early stages of business and are having significant communication / differences in approach issues. This does not bode well for your being able Ito work and build a business together. You should tread lightly before continuing to devote substantial resources to this adventure.
Second, using personal credit cards, etc., as part of your routine business operations is a recipe for disaster. Again, this worries me.
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You can always do a simple agreement now and then a more complex agreement later when "more established." That being said, the authority of each of you to act on behalf of the entity needs to be better defined than what gets defined by law int he absence f an agreement. A simple agreement outlining the authority of each of you to act for the LLC could help with your worries about responsibility for his actions and decisions.
You have another member that is an owner--not a partner. The distinction is very important. You should consult a business attorney to discuss your specific facts.
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