How do I go ahead and remove a member of my LLC?

I am currently listed as the Manager of a recently established LLC. There are 3 other members of the llc and including myself, ownership is broken out as follows: Me as the Manage r- 39%; Member 1 – 30%; Member 2 -30%; and Member 3 – 1%. Member 2 has increasingly become difficult to work with and is no longer a trusted member of this company; I want to go ahead and remove this individual. Could Member 1 call for a vote and with his agreement and my agreement (69% voting power) Member 2 is done?

Asked on February 16, 2013 under Business Law, Ohio


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 7 years ago | Contributor

No, you may not vote Member 2 off unless the company's partnership, formation, or operating agreement specifically says that a majority of the ownership can remove a minority owner under certain circumstances and you comply with all requirements for doing so. Otherwise, while you can certainly overrule all his management decisions (since you and the others have a majority of the power), you cannot get him out of the company and take away his ownership interest; this is why well-drafted  LLC agreements will include provisions allowing majority members to "buy out" minority ones against their will, by paying then-fair market value for the minority's ownership interest.

But in the absence of such a provision, you are stuck with Member 2 unless  he agrees to leave or be bought out.

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