How to Expel a Member from a Limited Liability Company The removal of a member from a limited liability company, known as involuntary dissociation, is permitted by statute in most states and may also be permitted in an operating agreement. Removal is permitted when a member has engaged in wrongful…
Deadlock in a limited liability company or partnership occurs when the members can no longer pursue the purpose of the business as agreed in an operating agreement or partnership agreement. A ‘minority veto’ occurs when a minority member or partner uses the unanimity requirement to block the will of majority.…
The Appellate Division sent a case back to the trial judge to figure out exactly what the owners of an LLC meant in a settlement agreement when it referred to when it linked a contingent payment to a “distribution.” The case, which involves a relatively modest amount in dispute, is…
The New Jersey Supreme Court will consider the standards for expulsion of a member from a limited liability company. The Court granted certification in IE Test, LLC v. Carroll, Docket NO. A-6159-12T4 (N.J. Super. App. Div., March 17, 2015)(see our discussion here.) The opinion construes N.J.S.A. 42:2B-24(b)(3)(a) of the now…
Law Specifies Fiduciary Duties for Members and Managers of New Jersey LLCs A Series on New Jersey’s Adoption of the Revised Uniform Limited Liability Company Act The fiduciary duties imposed on a member or manager of a New Jersey LLC are at present elusively and poorly defined in the statute. …