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LLC Operating Agreement Amendment Disputes in New York: When Your Managing Member Rewrites the Rules
You own 35% of a profitable Long Island City design-build LLC. On a Wednesday afternoon, your managing member emails a "restated and amended" operating agreement — 47 pages of new language — and gives you a week to sign. The new version quietly deletes your consent right on major decisions, adds a 10% "management fee" off the top of gross revenue, and slips in a mandatory buyout at book value if you ever "cease active participation." You never agreed to any of it. Welcome to

Reza Yassi
5 days ago


Direct vs. Derivative Claims in New York LLC Disputes: How NYC Business Owners Choose the Right Weapon
You own 30% of a Queens catering LLC with two partners. Over the past year, your managing member has quietly funneled the company's best corporate clients to a side business he owns alone. Profits have collapsed, distributions have stopped, and the company's reputation is bleeding. You want to sue — but before you file anything in Supreme Court, you have to answer one question that will decide who owns the case, who collects any money, and whether the judge tosses your compla

Reza Yassi
Jul 28


Winding Up a New York LLC After Dissolution: Who Controls the Assets, Debts, and Final Payouts
You just won a judicial dissolution order after eighteen months of fighting your managing member in Supreme Court, Queens County. The judge signed the decree. On paper, your Long Island City LLC is done. But your former partner still holds the QuickBooks logins, the landlord is calling about next month's rent, and there's a $600,000 receivable from a job that finished last week. Now what? Winding up a New York LLC is the phase almost no one plans for — and the phase where min

Reza Yassi
Jul 21


LLC Capital Call Dilution in New York: When Your Managing Member Uses 'Cash Needs' to Squeeze You Out
You own 30% of a profitable Long Island City events company you helped build over eight years. On a Tuesday afternoon in July, you open an email from your managing member titled "Urgent Capital Call." It demands you wire $475,000 in 30 days for "working capital and expansion." If you don't, your operating agreement says your interest gets diluted — from 30% down to roughly 6%. You don't have $475,000 sitting in a checking account, and you suspect the business doesn't actually

Reza Yassi
Jul 7


How to Remove a Managing Member of a New York LLC When They're Hurting the Business
You and two friends opened a Long Island City fitness studio in 2019. You put up 40% of the capital, your friends split the rest, and one of them — the managing member — runs the day-to-day. Three years later, the studio is profitable, but your managing member has hired his girlfriend at $150,000, signed a sublease with his cousin's company on terms no one would call arm's-length, and stopped returning your calls about quarterly distributions. You want him out. The question i

Reza Yassi
Jun 30


LLC Distribution Disputes in New York: When Your Managing Member Pays Themselves But Stiffs You
You own 35% of a profitable Astoria restaurant group. For five years, distributions hit your account every quarter like clockwork. Then your managing member stopped distributing — but you notice he's driving a new Range Rover, paid off his Forest Hills mortgage, and bought a place in Montauk. When you ask for an explanation, he tells you the business needs to "retain earnings" while quietly paying himself a $400,000 "management fee" on top of his ownership share. This is one

Reza Yassi
Jun 23


LLC Member Expulsion in New York: Can Your Partners Actually Kick You Out?
You and two friends opened a Hell's Kitchen restaurant group in 2019. You put in $300,000, signed the lease in your own name, and ran the front of house for three years. Last week your partners sent you a letter declaring that the operating agreement gives them the right to remove you "for cause" — and that your buyout will be calculated at book value, which they've conveniently pegged at $42,000. You stop breathing for a minute. Can they actually do this? Probably not the wa

Reza Yassi
Jun 16


New York LLC Business Divorce: Choosing Between Dissolution, a Court-Ordered Buyout, and a Derivative Suit
You and your partner opened a Williamsburg cocktail bar in 2018 on a handshake and a boilerplate operating agreement. Six years and three locations later, you're barely speaking. Your partner has installed his girlfriend as "operations manager" at a $180,000 salary, locked you out of QuickBooks, and is telling staff you're "on the way out." You want out — but you don't yet know whether that means dissolving the company, forcing a court-ordered buyout, or suing your partner on

Reza Yassi
Jun 9


LLC Deadlock in New York: How 50/50 Members Break a Stalemate Without Destroying the Business
You and your 50/50 partner built a successful design-build firm out of a SoHo loft. For seven years you agreed on almost everything. Now you can't agree on whether to renew the lease, whether to hire a controller, or whether to take on a $4 million Tribeca project that would require personal guarantees. Every vote is 1-1. The bank account is full, but the business is frozen — and the longer it sits, the more clients drift away. This is LLC deadlock in New York, and you have m

Reza Yassi
Jun 2


Is Your LLC Manager Acting in Bad Faith? New York Fiduciary Duty Claims Explained
You own 35% of a Long Island City warehousing LLC. Your managing member handles operations, signs the checks, and controls the books. Over the past year you've noticed three things: a new "consulting" entity owned by his brother is suddenly invoicing the company, his salary jumped 40% without a vote, and the most profitable client you brought in is now being serviced by a side company he formed in Delaware. When you ask questions, you get silence. This is what a managing memb

Reza Yassi
May 26


LLC Derivative Action in New York: Suing Managers Who Harm Your Own Company
You own 25% of a Bronx contracting LLC with two college friends. Over the past year, your managing member has been quietly routing profitable jobs to a side company he owns alone — work that should have hit your LLC's books and your distribution check. When you confronted him, he shrugged and said you're a minority member with no real power. He's wrong. An LLC derivative action in New York is exactly the tool the law gives you to sue on behalf of the company itself and force

Reza Yassi
May 19


LLC Books and Records in New York: How Minority Members Force Disclosure Under LLCL § 1102
You're a 30% member of a Queens restaurant group. The managing member stopped sending you K-1s on time, started paying himself a "consulting fee" you never approved, and last month told you the business "had a rough quarter" — even though you can see the dining room packed every Friday night. You want answers. In New York, you have a powerful tool that most minority members don't know how to use: a formal demand for LLC books and records in New York. Done right, it gets you t

Reza Yassi
May 12


LLC Buyout Valuation in New York: How Courts Price a Business Divorce
You and your partner built a Long Island City logistics company from a rented warehouse and a single box truck. Eight years later, the business clears $6 million a year, and you can't stand to be in the same Zoom call. One of you wants out. The other wants control. Now the only question that matters is what your share is actually worth — and that's where most New York LLC buyout valuation disputes turn ugly fast. An LLC buyout valuation in New York is the process of pricing a

Reza Yassi
May 5


Minority LLC Member Freeze-Out in New York: How to Fight Back and Protect Your Stake
You co-founded a Brooklyn restaurant group with two friends in 2019. You put up the seed capital, signed the lease, and worked the line for the first eighteen months. Last quarter, your two partners voted themselves a "management fee," stopped sending you distributions, and changed the QuickBooks password. When you asked for a copy of the books, you got silence. That's a textbook minority LLC member freeze-out in New York — and you have more leverage than you think. At Yassi

Reza Yassi
Apr 28

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