Draft Multi Member LLC Operating Agreement in New Jersey for Biotechnology Business

Hello! My name is Damien Bosco, Esq. My law office is located in Long Island City across from Manhattan. If the operating agreement is silent on amendments, the default rule under New York's Limited Liability Company Law (LLCL) would apply. According to Section 402 with exceptions in Section 417 of the LLC Law, the operating agreement can generally be amended by a majority vote of the members, unless the agreement specifically requires unanimous consent for amendments. However, certain provisions require the consent of a member adversely affected by the amendment.: A) the obligations of any member to make contributions, (B) the allocation for tax purposes of any items of income, gain, loss, deduction, or credit, (C) the manner of computing the distributions of any member or (D) the compromise of an obligation of a member to contribute is contained in the articles of organization. If there are to be amendments without unanimous consent, it is better to have an attorney supervise the amendment process on behave of the LLC to make sure the amendment process is following NY law.

Hello! This is Attorney Damien Bosco. My law office is in Forest Hills, Queens County, New York City. My practice covers the New York City metropolitan area and Long Island. In some situations, I also handle matters throughout New York State. Under New York law, the requirements for amending an LLC's operating agreement are generally governed by the terms specified in the operating agreement. The operating agreement typically outlines how amendments can be made. This could require: - Unanimous Consent: All members must agree to any changes. - Majority or Supermajority Vote: A specified percentage (e.g., a majority or supermajority) of members' votes is sufficient to approve amendments. - Specific Procedures: Specific procedures or conditions under which amendments can be proposed and approved. If the operating agreement is silent on the amendment process, New York law generally defaults to requiring a majority vote for decisions unless otherwise stated. However, case law research may be necessary to confirm that a majority vote suffices for amending an operating agreement when the agreement is silent on the subject, especially if it adversely affects a minority member. In other words, although a majority vote to amend may be permissible, minority members do have some rights. A squeeze-out, also known as a freeze-out, is when a majority member of a limited liability company (LLC) takes actions to reduce or eliminate a minority member's involvement in the business It may be best for you to have a legal consultation with an attorney about this.