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Can an LLC vote be decided by a majority of those who voted?

Can an LLC vote be decided by a majority of those who voted?

Q: Can an LLC operate without an operating agreement?

Yes, an LLC can operate without an operating agreement, but it is not advisable. Without one, the default rules of the state govern the LLC's operations, which may not align with the members' intentions. An operating agreement helps clarify voting processes, member rights, and other important aspects of the LLC's management.

Q: What happens if there is no majority in an LLC vote?

If there is no majority in an LLC vote, the outcome may depend on the provisions in the operating agreement. If the agreement does not specify a process for tie votes or lack of majority, the decision may remain unresolved. It’s crucial to have clear voting procedures outlined in the operating agreement to avoid disputes.

Full question:

LLC has 11 members. Can the legal vote be decided by majority of those who voted or must it be a majority of members ?

Category: LLC
Date: 04/07/2025
State: Massachusetts

Answer:

The voting rights of LLC members and how votes are conducted are governed by the LLC's operating agreement. This agreement acts as a contract among members and typically outlines the voting process and member rights.

Generally, a "majority" means more than fifty percent. However, the operating agreement should specify whether a majority refers to all members or only those who participate in the vote. Most operating agreements define a majority as a majority of the members based on their ownership percentages.

Therefore, it's essential to review your operating agreement. If your LLC lacks an operating agreement, it is advisable to create one to avoid potential disputes.

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.

FAQs

What is a majority vote in an LLC?

In an LLC, a majority vote typically means more than fifty percent of the members. However, the definition of 'majority' can vary based on the LLC's operating agreement. Some agreements specify that a majority must include all members, while others may allow a majority based only on those who voted. It's important to check your operating agreement for specific voting rules.

Can an LLC operate without an operating agreement?

What happens if there is no majority in an LLC vote?

How can LLC members change their operating agreement?

LLC members can change their operating agreement by following the amendment process outlined in the existing agreement. Typically, this requires a vote among members, which may need a majority or a supermajority, depending on the agreement's terms. It’s essential to document any changes in writing to maintain clarity and legal standing.