Question on LLC

Can a LLC dissolve without a full voting from all managing members, especially in state of Delaware? Like missing a vote from all members.

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It depends. Generally speaking, LLCs are governed by their individual company operating agreements, which can vary greatly depending on the company.

For Delaware specifically, if dissolution voting protocol is not explicitly stated in the LLC’s agreement, the Delaware LLC Act requires only 2/3 of voting rights in favor.

(3) Unless otherwise provided in a limited liability company agreement, upon the vote or consent of members who own more than 2/3 of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members…

Here are a few resources that illustrate a few different common methods of management:

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Wow, Justin,
You are so quick. So by reading what you showed here. If by chance one of the members decided not to vote, that can be overruled for the final decision. Am I correct?

Can that member sue the company from ignoring his right (vote)?

What I meant is this particular scenario:

If the company has 1M shares, and the 4 members account for 60% (600K shares), and the operating agreement (OA) says that the company can not vote unless there is a super majority of 70% (700K shares), and only (420K shares) wants to vote for something, what’s happen then?

Only issued shares in the company:

Person 1 (120K shares)

Person 2 (150k shares)

Person 3 (150K shares)

Person 4 (180K shares) - Person who will not vote

Sections in contract;

The Limited Liability Company is comprised of a total (and maximum) number of One Million (1,000,000) Limited Liability Company Units (the “Units”). The Limited Liability Company, through its and by majority consent of the existing Members, may offer up to 35,000 Units for purchase by new Members. The minimum purchase shall be subject to the sole discretion of the Managing Members (on a case-by-case basis).

The sale of any Limited Liability Company property to any person or organization, who or which is an affiliate of the Limited Liability Company, shall require the approval of (i) the Managing Members, and (ii) equity interests representing at least 60% of the Limited Liability Company Membership Units.

Sell, exchange, transfer or encumber all or substantially all of the assets of the Limited Liability Company, (notwithstanding the foregoing, the Managing Members may sell, or grant a non-exclusive use or license regarding, the assets of the Limited Liability Company without the consent of any Limited Liability Company Member);

The Limited Liability Company shall be dissolved and terminated on the earlier of (i) a decision of the Managing Members concurred by at least a 70% “Super Majority” in interest of the Limited Liability Company; (ii) upon the sale of all or substantially all of the assets of the Limited Liability Company only as permitted by this Agreement; or (iii) upon the occurrence of any other event which, under the laws of the state of Delaware, would cause the termination or dissolution of a limited liability company; provided, however, that the death or legal incapacity of a Limited Liability Company Member shall not cause a dissolution of the Limited Liability Company.

(b) Notwithstanding the provisions of Section 15, subsections (a)(ii) and (a)(iii) of this Section 15.1, the Limited Liability Company shall not be dissolved and terminated if the Managing Members and at least a 70% “Super Majority” in interest of the Limited Liability Company elect, within thirty (30) days after the occurrence of any such event of dissolution, to continue the business of the Limited Liability Company, and/or admit a new Managing Members or Managing Members.

I believe in this situation you would calculate the percents from the shares that are issued, i.e. having a denominator of 600k shares. If 420k of the 600k total voted in favor (420k/600k=70%), that would fulfill the 70% supermajority condition and it could be legally dissolved.

The non-voting person with 180k shares wasn’t ignored, it’s just that the other members had enough of a combined voting interest to make the decision without the approval of that member.

If this is a real case please consult your own legal counsel :slight_smile:

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That explains. Thanks. You are quick.

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