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Home Q&A Forum Can a multi-member LLC operating agreement be amended without the unanimous consent of all members?


Multi-Member LLC Operating Agreement

New York

Asked on Jun 11, 2024

Can a multi-member LLC operating agreement be amended without the unanimous consent of all members?

I am a member of a multi-member LLC and we currently have an operating agreement in place that was agreed upon by all members at the time of formation. However, there have been changes in the business and we need to make some amendments to the operating agreement to reflect these changes. One of the members is now refusing to give their consent to the proposed amendments, claiming that unanimous consent is required. I would like to know if it is possible to amend the operating agreement without the unanimous consent of all members, and if so, what steps need to be taken to do so legally.

1 Attorney answer



New York

Answered 33 days ago

Damien B.

ContractsCounsel verified

Business Lawyer
Licensed in New York
Free Consultation

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.

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