Q: I am in a PA Member-Managed LLC and I made 60% of initial contribution. Can I withdraw or force dissolution? Do I have management control? There is NO operating agreement. I want to get out of the LLC because the other two members refuse to infuse capital. I have another business opportunity I would like to get involved in. Thus, I want to know if I have management control over the LLC so that I can use this LLC to work with the other opportunity without the other members’ consent. If not, can I withdraw from the LLC or otherwise cause the dissolution, so that I may pursue this other interest?
A: Under Pennsylvania’s law on limited liability companies (see 15 Pa.C.S.A. Section 8353,), a limited liability company can be dissolved by the express will of any member when no definite term or particular undertaking is specified. In settling the LLC’s accounts, it must first pay its creditors, then to members in satisfaction of liabilities for distributions under Section s8932 or 8933, then to the members in respect of their contributions to capital, and finally to each member’s share of the profits and other compensation by way of income on their contributions. (see 15 Pa.C.S.A. Section 8974). So without an operating agreement governing your situation, I would suggest you dissolve the LLC and take back your 60% contribution (assuming the funds are still there). It would be best if you engage a business attorney to go over your options and the facts before dissolving the LLC.