The member has not shown to work in over three months, he took all the equipment he brought to the company, plus have been calling authoring tell them that the company does not the right license to operate but indeed we do.
He also has been talking trash about me to potential clients... And I can proove so.
I have often commented on on how important it is to have a written operating agreement. You don’t have one, and that will make answering your question, and resolving your problem, harder. You should ALWAYS have an operating agreement, in writing, and signed by all the members. It should deal with the rights of each member and of the company.
In part the answer to your question rests on the law of the State where the company was formed. In most states, there is some bottom line duty which the members owe to each other and/or to the company, some things the member absolutely should not do. Some States, like Delaware, however have no such duties (called “fiduciary duties”) unless they are set forth in the Operating Agreement.
You have indicated several acts which might be characterized as disloyalty on the part of the member in question. Additionally you mention the member has not reported for work in three months. In most States this conduct would justify firing the Member. You need to consult an attorney licensed in the State where the company is formed, however, to find out whether that is the law in your State.
You should also remember that firing a member does not take away his ownership in the company. If you wish to do that as well, again you will have more trouble because you have no written operating agreement, and ultimately your ability to do so will depend on local law.
I agree with Mr. Hanson. Although under Nevada law, an operating agreement is not required to create and maintain a Nevada LLC, the members of an LLC should always have an operating agreement.
How long has the company been operating? Was the equipment the company's principal or sole source of capital? What are the respective percentages of ownership/membership of each member? These and many other specific questions need to be explored to give you concrete legal advice. You should consult with a good Nevada business law attorney.
Best wishes.
Where is 70809?? Under what state’s laws is the LLC organized? You don’t give us much to go on. In most states, you can fire any employee who has no Employment Agmt, but that does not get rid of him as a member. In most states, you cannot get rid of a member unless the OA authorizes it. Most lawyers don’t bother to put that clause into their standard OA anyway. You can’t now install an OA without his written consent. So I think you have a permanent member unless you decide to dissolve the LLC. You can sue to enjoin him from disparaging you, and you might be successful.
Beverly Graleski WheelihanContracts / Agreements LawyerSaint Clair Shores, MI ·
You may be able to fire him as an employee, but that does not assist with removing his rights as a member of the LLC. In Michigan you can maintain an LLC without an Operating Agreement, I always recommend having one so that if issues arise the written agreement will govern how to resolve the issue. If there is no Operating Agreement, then it will default to the State laws where the LLC was registered as a default.
