Llc partnership issues

You say he "invoices" your entity but what for exactly? I mean, its not like you have just sit there and let him suck away all available distributions from other members. There may be a number of ways of approaching this, but nothing anyone can advise on here over this Q&A forum. I suggest that you consult with a lawyer in private and discuss your best course of action in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with. Best regards, Frank Natoli-Lapin, LLC

In an LLC, members or managers may be said to have a fiduciary duty of loyalty (scope may be varied based on different factors). One of the restrictions (not an absolute bar) in the duty of loyalty is that of self-dealing. Partner 2's actions might be seen to have breached that duty. A possible remedy for breach of loyalty is disgorgement, which means that the breaching party will have to pay back everything he or she unrightfully gained. This will likely require a court action which may or may not be right for your situation (the solution could possibly be solved through negotiation or mediation which could be less expensive and less straining on the partnership). A California business lawyer (assuming the LLC is a California LLC) can examine the specific facts of your situation and all relevant documentation to give you a clearer picture as to the extent of the duty and whether there was a breach, and can also advise on how you can proceed and what other options you might have. Business disputes can be messy and ugly. It should be dealt with as swiftly and expertly as possible. It is highly suggested that you find a good lawyer to be on your side. Also, if there is some tax avoidance going on, you might want, or you might want to ask your partner, to consult with a tax lawyer. The IRS can be a very scary agency, and it would not be wise to mess with them.

An additional issue might be transfer pricing. The Internal Revenue Service may want to tax the domestic company with a portion of the income earned by the foreign company.

I suggest you speak to a business attorney in CA that can further advise you. This is rather complicated and might involve further legal action depending on the information provided to the attorney. offers a search feature where you can find many business attorneys specific to your area.

Depends on your control of the domestic company, but you really need some local attorney who can review all your facts.