What rights do I have as a minority partner in an LL?

UPDATED: Jul 11, 2019

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What rights do I have as a minority partner in an LL?

My business partner sold our LLC without my consent and someone else is running the company. He’s lying about it and saying they are employees but they’ve literally locked me out of the building. The tax information at the city level shows a new tax ID and business in our building.

Asked on July 11, 2019 under Business Law, California


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 3 years ago | Contributor

A majority owner can sell the LLC without a minority owner's consent--in LLCs and corpoerations, the "majority rules" is in fact the law--unless the operating agreeement prohibited that. But in the absence of something to the contrary in the operating agreement, the majority owner could sell the LLC. You would be entitled, however, to the appropriate share of the sale price: e.g. if you are 30% owner and the business was sold for $400,000, you are entitled to 30% x $400k or $120k. If not paid the amount to which you are entitled by fellow owner (e.g. if he kept all the money for himself) you could sue him for your share.

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