I, PartnerA, have a valid, signed Operating Agreement (OA) stating that I own 62% and my PartnerC has 38% in a GA LLC I started previously. Now that we are having disagreements, he finds a document where my partner before him, Ex-PartnerB, sold his shares back to “the company” when I owned 67% and Ex-PartnerB owned 33%. His point...In one transfer agreement, 1) my Ex-PartnerB sold his share to "the company", 33%, 2) our signed OA says he, PartnerC owns 38%...so he's insinuating that 3) my share is automatically brought down to 29% making me minority thought OA reads I own 62%. It goes without saying I should consult a lawyer, but in general...do any documents, outside of a new, amended and signed OA, supersede a valid OA?
You have answered your own question! Immediately, engage a good tax and business attorney to review the documents. Also include your 1065 which will show membership interest.
Do not wait!
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First of all, if you and "Partner C" both signed a valid Operating Agreement which provides that you own 62% and "C" owns 38%, that should support your argument that he has agreed to those ownership percentages.
Without reviewing all of the agreements involved, it's difficult to say whether there are any valid points being made by "C", but it would appear that if "Ex Partner B" did sell his interests back to the Company, then his units or membership interests would generally have been retired. If B was the only other owner of the Company, other than you, and if his ownership interests were retired, that would leave you, "Partner A" as the sole owner of the Company, after the prior transaction you mentioned in your question. Of course, the documents may say otherwise, but this would be a typical result of such a transaction.
Please understand that a legal opinion on your issues would require review of the LLC documents, any tax returns for the LLC, and more facts about the overall situation - such as, how much did each owner contribute to the capital of the Company? Was the Operating Agreement on which you are relying prepared by a qualified attorney, or was it self-prepared? If it was prepared by an attorney, who was that attorney representing? All of these facts, and others, would be important in resolving the issues.
I do recommend that you consult with an experienced LLC /Business Law attorney to get legal advice that is specific to your situation, and hopefully help you resolve the disputes with the other owner of your Company.
Posting of this answer does not create an attorney-client relationship. This posting is intended to provide general information only, and not to provide any specific legal advice. You should not rely on any information in this posting without seeking the advice of an attorney, who can address your specific legal situation.
What your soon-to-be-ex-partner, Partner C, is suggesting is, at least as you describe it, nonsense. What he seems to be attempting to say is that the 33% interest your prior partner had is still valid and outstanding and is being held by the company as interests in itself. Generally speaking, that is not how membership interests in LLCs work. What Partner C is suggesting is that your interest is to be determined by subtracting from 100% his 38% and Partner B's 33% (i.e., a total of 71%). That might have been the result if Partner B had sold his interests to someone else, but it's very unlikely if the company itself bought out Partner B's interests.
As you have surmised, you need to speak with a lawyer now because Partner C is trying to pull some funny business.
My answer does not constitute legal advice and may not be relied upon by anyone for any purpose and does not constitute an attorney/client relationship or an offer to form such a relationship. This disclaimer is intended to be fully compliant with the requirements of Treasury Department Circular 230 and the terms thereof are fully incorporated by reference.
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