Full question:
My wife & I have recently formed a corporation & purchased a business, along with the land it sits on & the building it occupies. We formed an LLC for the building & property, to protect them from anyone who might try to sue the business. We included our primary home & a rental property in the LLC also. Both my wife & I are listed as officers/shareholders of the corporation. By mistake, when we filled out the documents to form the LLC, my wife was listed as a Manager & I was listed as a Member. My question is: Should I be listed on the LLC documents as a manger also, so that my rights to ownership (50%) of the3 properties are not adversely affected, and that I have an equal voice in the way that they are maintained/managed?
- Category: LLC
- Date:
- State: National
Answer:
I cannot provide a legal opinion, but your situation depends on the operating agreement of your LLC. Generally, a manager in an LLC has a say in the management of the business. The operating agreement may allow for different classes of members with varying rights, powers, and responsibilities. It may also designate one or more managers, who may or may not be members of the LLC.
Typically, a non-managing member does not have fiduciary duties, while a majority or controlling member does owe duties to the LLC and other members. If your economic interest in the LLC is terminated as per the operating agreement, you may request a return of your contribution. Provisions regarding member interest termination are enforceable unless deemed unreasonable at the time of the agreement.
Members usually vote based on their interests in the LLC's profits.
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.