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Updated almost 3 years ago on . Most recent reply
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LLC Articles of Organization re-allocation question
My partner and I formed an LLC referencing a commercial property that we own together in NY, we used an attorney to draft the LLC partnership together at a 49/51 split. We now are looking to change that to a 50/50 split and I wanted to know if we still need to do that with legal aid or can simply amend that on our own with written/signed consent from each other.
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Quote from @Will Barnard:
You can certainly do that yourself but I would advice consulting your attorney anyways to ensure all bases are covered. Does the share percentage change also change any duties, responsibilities, etc? How would it affect any terms in your operating agreement, etc. When it comes to contracts, having your legal guidance is prudent. I understand it costs money, but doing it wrong could cost you a lot more later.
"Amendments to Articles of Organization. Notwithstanding anything to the contrary in this paragraph of Section 419 of the Act, no applicable provision in either the Act, the Articles of Organization or this Agreement, as the case may be, that provides for the vote or consent of a percentage in interest of the Members shall be amended without the vote or consent of at least such percentage in interest of the Members."
"Restriction on Transfer. Except as expressly permitted by this Article, a member may not Transfer all or any portion of a Membership interest, not enter into any agreement as a result of which any other person shall become interested in the Company, including any purported assignment of the economic rights only, without the prior consent of a Majority in Interest of the Members (other than the Member desiring to Transfer all or part of a Membership interest)"
and last
"Amendments. This Agreement may be amended from time to time upon the consent of all Members."