LLC member wants to leave and is asking for nothing

Yes, you can buy out his ownership sharefor $0, but you also need him to resign, and you need to follow the procedures in your LLC Operating Agreement. The LLC should also fill out a new Statement of Information for the Secretary of State and get a mutual release between this leaving member, the remaining members and the LLC. See a business lawyer for help. Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

Under Arizona law the answer would be yes unless the members signed an Operating Agreement that says otherwise. I do recommend that the transferor and the transferee document the transfer in writing. In Arizona, I prepare an Assignment of Membership Interest signed by the parties that states the effective date of the transfer, the percentage interest amount being transferred, it any money is changing hands and any other important provisions applicable to the transfer. I also amend the Articles of Organization of the company on file with the Arizona Corporation Commission and amend the Operating Agreement to remove the former member. For more on this subject, see my article called "What to Do When Your LLC Adds or Deletes a Member or if a Member's Interest in the Company Changes" found here: http://www.keytlaw.com/azllc/transferinterest.htm Check the LLC law of the state where the LLC was formed. I'd be surprised if any state law prohibited such a transfer. If the members of the LLC signed an Operating Agreement, see if the document has any language about transfers of membership interests that might apply. My response to your question(s) is not legal advice for your specific situation. My response discusses general legal concepts. The fact I responded to your question(s) does not create an attorney client relationship between you and me. Because I am licensed to practice law only in Arizona, my statements are general statements about Arizona LLC law rather than the law of any other state. The facts of your situation and the applicable federal and state law must be considered before taking action. I recommend that you contact an experienced attorney who is licensed to practice law in the jurisdiction that will govern your specific transaction and who has experience with the specific areas of law applicable to your situation.

Yes, but make sure you do it all in writing. Have a contract specifying what is going on, and make sure he surrenders his membership shares, and draft Minutes to reflect all this. You should probably seek an attorney to draw up the papers. Most attorneys will charge you a flat fee for this, which should not be more than a few hundred dollars.