I practice corporate and commercial litgation and advice in Delaware. If the LLC was formed in Delaware, and perhaps even otherwise, the answer to this question really depends upon, among other things, what is set forth in the LLC operating agreement, if one was written down. This sounds like the beginning of a fight between parters in an LLC, which is unfortunately an all-too-common story. If it is a Delaware LLC, feel free to call at (302) 351-8007 and if there is no conflict we'll see what we can do if anything to help.
An LLC is not a partnership; it is a company that can and usually is taxed like a partnership. It has its own fiduciary obligations that may be different in some respects from a partnership. You are both members, not partners, legally. Your fellow member has the power to do what he did, but he does not have the right to do so. He has a fiduciary (the highest) duty to treat his fellow members fairly and not steal from the LLC, which is what he did, unless he has some good justification. Unless he is the president, you have equal authority with respect to LLC funds. There is no telling how the bank may view this. Nevertheless I recommend that you go to the bank with your Articles and Operating Agmt and ask to be added to the account as a signatory. If they will not do this, then you should immediately sequester any other assets of the LLC in similar accounts. Then you should hire a business lawyer to represent you personally, not to represent the LLC, and get advice on what to do. Without knowing more, I can only say that you may need to split up and dissolve the LLC unless he has a good explanation.
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DISCLAIMER—This answer is for informational purposes only under the 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
