Looking for help in getting out of an LLC I am a member of

[Matthew Dodrill]

Hello, I have been a member of an LLC since 2003. It become very clear that the other members and I must separate because we have grown apart. It is a 3 member LLC. The other 2 are in lock step and make extremely poor choices and it has cost all of use a lot of money, because of them we are losing hundreds of thousands. I am seeking legal representation, anyone out there that can help me?

[Mike Smith]

@Matthew Dodrill Does your LLC Operating Agreement address members leaving at all? Most agreements have a buy/sell clause, where the member that wants to leave can sell their share to the remaining members, or the member wanting to leave can buy out the remaining members. Typically, the person who buys is the person who believes the LLC is worth the most.

For example, your two other partners feel the LLC is worth 1m. Your share would be worth $333,333 and they would buy you out by each of them paying you 1/2 of $333,333.

If you feel the 1m valuation is too low, and feel it's worth 2m. Now you would need to buy out the two other partners, at $666,666 each. Basically, whoever feels the LLC is worth the most buys out the other partners.

I don't know your specific circumstance, but I would highly advise you to try to work out an agreement without going to litigation. Most times, the attorneys are the only winners in litigation. Sit down in a face to face meeting and explain that the different LLC members seem to have different opinions so it would be best if you exited. [Try to refrain from telling them how stupid you think they are... :)] Ask them what they feel would be a fair exit for you and go from there. If there are major differences they probably would like to move on without you as well..

If you can't work it out with them, ask them if they would consider non-binding arbitration with an independent 3rd party.  Almost like a therapist, a good mediator can really help people come to terms because they help take some of the emotion out of conflict.