Q: Hey Guys,i own 10% of an LLC, while someone else owns 90%. If We bring a capital partner, where does he get his %?

A: The answer is that this type of scenario is normally the subject of negotiation among the parties and depends upon the facts and circumstances of the situation, unless the operating agreement specifies exactly what happens in the event both members bring on another member. For example, assuming that the consideration being offered by the buyer is all cash, one party might have more of an interest or a need in receiving cash, and so the selling members might agree to vary a pro rata split of the membership interests in a sale. Also, if the company has debt, the selling members might agree that the proceeds are first used to pay off company indebtedness before being paid out to the selling members, or they might not agree and may leave the same amount of indebtedness in place post-sale (because the economic consequences to each selling member are different). Therefore, as you can see, there are a variety of factors to consider, and the terms of the operating agreement and interests of the different parties as well as the specific facts involved impact how the scenario might ultimately play out.

A: These things are complicated and further have tax consequences. You really need to consult an attorney that handles business law issues/'small corporations. I assume you have at least consulted a CPA? If not consult. The internet is a useful reference tool but for guidance you need to break down and actually speak with an attorney.