Very true. I am representing a member of an LLC in a civil suit locally in which there has been an internal dispute. The members of the LLC cannot agree on a number of issues. They never had an operating agreement drafted. When I made inquiry of opposing counsel as to why one had never been drafted, he responded that his client wanted to go as inexpensively as possible and saw the operating agreement as an unnecessary expense. That left the members of the LLC with only the statutory law to govern their internal squabbling.
Without a dissolution of the LLC, the statute does not provide for the automatic refund of a member's investment upon his/her disassociation with the LLC. The option left to the unhappy member is to try to sell his/her membership interest to a third party. However, the statute provides that this gives the buyer an economic interest only to receipt of a proportionate percentage of profits, but does not give the buyer any management control in the LLC without the authorization of the other members...not an interest that is particularly attractive to a potential buyer.
This is one of the draw backs of an LLC as opposed to a corporation. While the law governing corporations has evolved over several centuries, has been codified to statutory law in most if not all states and there is a large body of interpretive case law...the LLC's are a relatively new wrinkle. They are a hybrid between a corporation and a partnership. In Connecticut they have only been active for approximately 12 or 15 years. The law is still evolving.
Like corporations the LLC is an excellent shield against third party claims, but the members of the LLC need to look beyond that to address the issue of remedies for internal disagreements. The best protection for this is provided through a well drafted operating agreement. Our statute allows the members of the LLC to alter the provisions of the statute through the agreement to provide the desired protection or to address areas of the members' concern peculiar to an area of business which is not addressed in the statute at all.
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