My question involves business law in the state of: CT, MN.
I'm 20% owner and managing partner of a small LLC with main office in CT. The other 80% owner, an Italian citizen, hired a counsel in FL to dissolve the company. The LLC is incorporated in MN, and is registered in CT as a foreign entity (meaning non-CT entity). The FL counsel sent me an e-mail with a PDF letter reciting the main CT statute articles to take control of the company and dissolve it (34-206, 34-140(d), 34-208 through 34-211).
- Is sending an e-mail the legal protocol to go ahead with a dissolution request, and from a different state?
- I believe the FL counsel has not done much investigation, doesn't know the company is incorporated in MN, and would not be able to make any progress by filing a dissolution request in CT. Am I correct? I see the the CT Secretary of State has forms to dissolve domestic companies, but doesn't have any form to dissolve a foreign company.
- The operating agreement of the LLC states that major decisions require unanimity; one example of a major decision is given as a capital disbursement above $20,000; there is no other example given, but I interpret dissolving of the company as a major event. Both CT and MN LLC statutes established that companies can be dissolved only this is not against the operating agreement. The operating agreement is signed and initialed but written in Italian; is this a problem?