Thomas P. Finley lawyer can assist with LLC Litigation.
Contact Thomas P. Finley Attorney at Law for help with LLC litigation in Texas. Common litigation issues between members of a limited liability company (LLC) in Texas often arise from disputes over the company agreement, which governs the internal affairs of the LLC and the relationships among its members, managers, and the company itself. These disputes may include disagreements over the interpretation or enforcement of provisions in the company agreement, such as voting rights, profit distribution, or management authority. The Texas Business Organizations Code allows company agreements to regulate and manage the affairs of the LLC, provided they are not inconsistent with the law, and these agreements are enforceable against members even if they have not signed them Tex. Business Organizations Code § 101.052, Tex. Business Organizations Code § 101.051.
Texas LLC litigation
Another frequent issue involves disputes over members’ financial obligations, such as capital contributions. Under Texas law, a member’s enforceable promise to make a contribution must be in writing and signed. If a member fails to fulfill this obligation, the LLC may enforce the agreement and seek remedies, including requiring the member to pay the agreed value of the contribution or imposing penalties such as forfeiture of ownership interests.
Access to company records is another area of contention. Members or assignees of membership interests have the right to inspect and copy LLC records for a proper purpose, as outlined in the company agreement or the Texas Business Organizations Code. Disputes may arise if a member believes they are being denied access to records or if the scope of access is contested.
Additionally, disputes may occur regarding the withdrawal or expulsion of members. For example, a withdrawing member is entitled to receive the fair value of their interest within a reasonable time, as determined by the company agreement. Disagreements over the valuation of membership interests or the grounds for expulsion can lead to litigation.
Finally, fiduciary duties and conflicts of interest can also lead to disputes. While Texas courts have generally declined to recognize broad fiduciary duties between LLC members, specific circumstances, such as majority members redeeming minority interests, may give rise to fiduciary obligations. Breaches of these duties, including self-dealing or mismanagement, are common sources of litigation.
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