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  1. #1
    Join Date
    Aug 2013
    Posts
    1

    Default Operating Agreement and Articles of Organization

    My question involves business law in the state of: Illinois

    Hey, so I'm in a bit of a dilemma. I have started an LLC and listed five people as members in the articles of organization. One member will not sign the operating agreement, as we have a dispute over percentages. The other four members are willing to agree to my terms, however. If I just exclude his name in the operating agreement, and the rest of the members and I sign the operating agreement, will it be legally valid, and will he not be considered to be a part of the LLC? Can I then just update the articles of organization in the annual report?

  2. #2
    Join Date
    Jul 2007
    Location
    Florida
    Posts
    2,344

    Default Re: Operating Agreement and Articles of Organization

    You can file restated articles of organization to remove the member who does not want to agree to the terms the other four agree to. I would not move forward with an operating agreement between only four of the five members of the LLC. That's a very bad recipe. He is part of the LLC if he is listed as a member and absent any agreement prior to filing the articles, he would be entitled to his ownership portion based on the laws of your state (likely either proportionate to his contribution of capital or 1/5 of the business).

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