Q: How do FL and TX jurisdictional differences impact our LLC agreement's divorce provisions?
I have a two-tier LLC structure in Texas where a parent LLC (60% owned by my brother and 40% by me) wholly owns a subsidiary LLC conducting our consulting business. Our operating agreements include a clause designed to prevent a spouse from acquiring an ownership stake that could interfere with the business. Within Section 8 of our agreement, transfer restrictions require prior written consent from other members for any transfer, including due to divorce, bankruptcy, or creditor claims. Specifically, the agreement provides the right of first refusal for members to purchase an interest at fair market value, factoring in any debts, and outlines procedures for transferring interests in the event of a member's death or incapacity. My wife and I reside in Florida, yet the business is licensed and operating under Texas law (where my brother lives), and we have not begun generating revenue nor had any business activity. The business will generate income once my brother has retired from the military in March 2026. We have not sought legal counsel regarding this topic yet. How might jurisdictional differences between Florida and Texas affect the enforceability of our operating agreement's divorce provisions, and what steps should I take to ensure my brother's interests are protected in the event of a divorce?
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