Brooklyn, NY asked in Business Formation, Business Law and Contracts for New York

Q: Hello, so so to make a long story short. A few months ago I bought a business (restaurant) and it’s a 3 man partnership.

I’m in New York by the way. Hello, so so to make a long story short. A few months ago I bought a business (restaurant) and it’s a 3 man partnership. I was added on to the LLC. now Can I sell my part of the share without the permission of my other of my other 2 businesses partners? And also my other 2 partners are “president” and the other is “Vice President” and I am the “treasurer“ as it says on the LLC paper work, so my second question would be,do these titles mean anything or are they just titles? like can you still be majority owner but be a treasurer on paper. own 50% of the share while the other 2 are 50% together.

2 Lawyer Answers
David Lacher
David Lacher
Answered
  • New Rochelle, NY
  • Licensed in New York

A: The governance of LLCs is determined only partially by state law, but primarily by the LLC Operating Agreement which hopefully your LLC has and hopefully you signed. That agreement should detail both the responsibilities and duties of the officers as well as the options and requirement for withdrawing from the LLC (selling your Member Interests). Without reviewing your LLC Operating Agreement, no one can answer this question definitively. But I would be very surprised if your Operating Agreement permits you to sell your Member Interest to anyone at any time without the consent of your partners in the LLC.

Michael David Siegel
Michael David Siegel
Answered
  • New York, NY
  • Licensed in New York

A: It all depends on what your operating agreement says. LLCs have members and managing members, so the titles of President, etc. do not mean anything. Corporations have those officers.

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