Partners Want To Remove Me From Company
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I am part of a LLC with two partners and things have broken down in terms of communication and business. Our LLC owns property and assets and my partners are claiming they have the right to simply remove me from the company and take my shares and any to stop distributions to me.
We do have a formal LLC and a signed operating agreement but it's a standard fairly vague boiler plate document. I believe the section they're referring to is this in regards to additional capital contributions:
"Alternatively the remaining members may by unanimous vote, agree to cancel the membership of the delinquent member, provided any prior partial payments of capital made by the delinquent member are refunded promptly by the LLC to the member after the decision is made to terminate the membership of the delinquent member."
I am confused on the phrasing "cancel the membership" - does anyone know what this means?
my partners seem to think it means they can just vote to take my equity without payment
to my understanding, while I could be involuntarily removed from the company by a majority vote and they could force me out, they'd still have to buyout my shares at fair market value if they removed me.
If I breached the operating agreement in some way(that wasn't fraud or something illegal) and that was ground to terminate my membership would they still have to buy me out?
Anyone seen this before or had a similar situation?
For context we are not at the point of lawyering up yet and I wouldn't fight an involuntary removal if they chose to go that route since I would be ok with just walking away as long as my shares were bought out at fair value. I just want to be sure i'm interpreting things right and my equity can't simply be stripped from me by a simple majority vote
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