1. When The Member Must Request Removal
2. Involuntary Withdrawal of Limited Liability Company Members
3. How to Remove A Partner from an LLC
4. Members Can Willingly Withdraw
5. Buying Willingness to Withdraw
6. Dissolving the LLC if a Stalemate Arises
7. After an LLC's Dissolution

Updated July 27, 2021:

Guidance on how to remove a member of a limited liability company is sometimes necessary, especially when the LLC's management has reached an impasse. However, LLC members aren't permitted to vote out other members of an LLC under the standard terms of the Uniform Limited Liability Company Act, which is also called ULLCA. ULLCA sets the operating agreements used to create the LLC acts for all 50 states as well as the District of Columbia when terms aren't detailed by the LLC's articles of organization or operating agreement.

When The Member Must Request Removal

The only way a member of an LLC may be removed is by submitting a written notice of withdrawal unless the articles of organization or the operating agreement for the LLC in question details a procedure for members to vote out others. The steps to follow are:

  1. Determine the procedure for withdrawing members.
  2. Use the voting procedure if one is included in the terms of the LLC.
  3. Arrange for the member to submit written resignation.
  4. Consider offering a buyout the member doesn't willingly resign.
  5. Petition the court to dissolve the business if the member refuses to resign.

Involuntary Withdrawal of Limited Liability Company Members

An LLC's articles of organization may include terms for the involuntary withdrawal of members. These are the documents that were filed with the state when establishing the LLC. The operating agreement is an enforceable, written contract that details the LLC's governing procedures. Both the articles of organization and the operating agreement are permitted to include provisions for an LLC member's involuntary withdrawal. When withdrawing from an LLC, whether on a voluntary or involuntary basis, the member has the right to a buyout agreement and receive payment from proceeds of the LLC in an amount that aligns with the member's ownership stake in the organization.

How to Remove A Partner from an LLC

When the articles of organization or the operating agreement of the LLC include a procedure for voting out a member, follow the outlined guidelines. When the framework of the LLC allows for forcing LLC members to withdraw, follow the procedure as detailed. If there are no terms in place describing this procedure, the ULLCA doesn't provide for voting members out of the LLC or forcing them to withdraw.

Members Can Willingly Withdraw

When an LLC member is willing to withdraw, written notice must be submitted announcing the resignation to the LLC. After the written withdrawal notice has been received, the withdrawing member is entitled to receive the appropriate share of assets and profits the LLC earned before the written withdrawal notice was submitted. If the departing member was the Responsible Party for the LLC, IRS notification is necessary. The notification must be completed within 60 days of the change.

Buying Willingness to Withdraw

One way to encourage a member who is unwilling to withdraw from an LLC when there isn't a procedure outlined in the operating agreement or articles of operation is to offer the member a buyout. The ULLCA's default provisions do allow for members who want to assign their interest in an LLC to other people or business entities.

Dissolving the LLC if a Stalemate Arises

If managing the LLC has become an unattainable goal due to a member conflict, and the member isn't willing to withdraw, petitioning the court for a judicial dissolution of the LLC is an option. The ULLCA provides this as an option when the LLC is no longer able to operate as a business due to member conflicts. If the court grants the judicial dissolution, the LLC is then ended. When an LLC has been wound up by the court, no new contracts may be entered and the organization must work toward the satisfaction of existing agreements.

After an LLC's Dissolution

The court system doesn't coerce people to stay in business with others when they no longer want to stay associated with them. When people are unwilling to stay in business together and petition to dissolve an LLC, the court then issues an order that directs the way the LLC will be dissolved. After the LLC has been dissolved under the court's decision, the LLC's assets must be distributed among members followed by termination of business. The remaining members of the LLC are permitted to begin a new LLC, though, and operate under the terms of the new business.

If you need help with removing a member from an LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.