Marlborough, MA asked in Business Formation, Business Law, Contracts and White Collar Crime for Massachusetts

Q: Can I be removed from a Mass LLC without consent?

I've been removed from a Mass LLC that I was 50% owner of by the other 50% owner. The original LLC filing has me on it. My partner filed an amendment to the LLC that removed my name. And another amendment that changes the name of the LLC. Is it possible for this to happen without my consent? From what I understand, I need to, in writing, provided a document to the Secretary of the Commonwealth stating that I want to be removed?

1 Lawyer Answer
Kas DeCarvalho
Kas DeCarvalho

A: Short answer: No, probably not.

You're response: "But my partner did--now what?!"

...and that's a longer answer.

So, unless your LLC's Operating Agreement provides for some mechanism for a single 50% Member to remover the other (which is possible, but highly unlikely), then what your partner has done is technically a breach of the statutory rules and contractual agreement that define the LLC...and you probably have a valid legal claim against them. At least in theory, the purpose of that claim would essentially be to invalidate any action that your partner took without due and proper authority.

A better question is, "...and then what?" You and your partner do have a problem--when two 50/50 Members of an LLC (or a corporation, for that matter) can't agree on how to move forward, that's referred to as a deadlock...and ultimately, either the Members come to some agreement, or no action takes place...or either Member has the authority to appeal to the Courts for review and (potentially) a judicial dissolution of the entity.

This now opens a whole can of discussion worms that is bigger than this forum merits...but my (informal) advice would be to seek counsel ASAP, because of the significant potential exposure you may be facing while your (ex?)-partner goes forward with operating and making decisions unilaterally for the company.

Robyn T. Williams agrees with this answer

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