Should I be concerned if my name is not listed on the LLC that covers a business I am investing in?

I am investing in a bar with 4 friends; 3 of them have invested money up front, while 2 of us make the loan payments. The first 3 were included on the LLC that was formed for this partnership but the other 2 of us were left out. The individual that filed the paperwork says it does not matter but I am unsure. Should I be concerned and is there some benefit to them leaving us off the LLC?

Asked on March 18, 2012 under Business Law, Ohio

Answers:

Michael Duffy / Duffy Law, LLC

Answered 8 years ago | Contributor

Hi there,

It would really depend on what you mean when you say "off the LLC". If you were left of the state registration as a registered agent, for example, that would only mean that you are not the designated individual(s) to receive legal and official communications.

On the other hand, if you were left off the LLC operating agreement, for example, you would likely have no ownership or other interest in the finances and operation of the company. In that case you might be a creditor, depending on how you structured your "loan", but outside of that you would likely have no other interest in the company. You could still be an employee, independent contractor, etc.

You should contact a qualified business attorney immediately to have your organizational documents reviewed, to ensure that your business and financial interests are met by whatever agreements have been made. If there is some question as to these issues a few years down the road, you could end up really regretting your failure to protect your interests now. Best of luck!


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