Removal of a LLC Member Without Notice

[DinsdaleP]

My question involves business law in the state of: Delaware as to incorporation, Virginia as to place of business.

In 2008, My partner and I filed to create a 2-Member LLC in Delaware, through Delaware Intercorp. [The principal location of the business is in Virginia.] It was my understanding that in a 50-50 held 2 person LLC, a member could choose to withdraw, but that the other member could not simply remove a 50% partner from the Corporation. Technically, the other party is listed as the President. [I thought the Titles were irrelevant.]

After contacting Delaware Intercorp (who are certainly not Attorneys), the other party in the LLC has somehow been able to remove my name from the LLC on certain documents, allowing him to open a separate bank account for the LLC. Subsequently on two occasions, monies which should have been equally distributed between us were diverted into this new account for the sole benefit of the other LLC member.

I consider this action to be theft, but need to understand the legalities, as well as any action that I should take at this time. Typically, I was the partner who handled the finances, writing and signing the corporate checks. If my removal was legal, should other monies later flow into our Joint LLC Account (to offset what is due to me) I am concerned that a outside party examining the records later could reach the conclusion I was acting improperly, were I to sign those checks.

Any guidance that might be provided would be greatly appreciated.

[Mr. Knowitall]

Exactly what are the "certain documents" at issue, and when you asked the custodians of those documents how your name was removed what did they tell you?