Page 7 - Jupiter West - February '23

Jupiter West, Page 7
How Does A Member Leave An LLC? Rex Recommends

Submitted by Anné of reasons, including but not limited to death, disability, or
Desormier-Cartwright, Esq. change in life circumstances. However, there are times when By Rex Hearn
The owners of a limited a member wants to leave due to significant breakdowns in Palm Beach Opera
liability company (LLC) are the relationships of the owners. In those cases, implementing Mozart’s opera Cosi
called members. At some the departure may prove to be more difficult than in other Fan Tutti goes up Feb.
point, an LLC member may circumstances. The remaining LLC members might not 24, 25 and 26 with
find that they want or need to cooperate with the member’s preferred method of departure. alternating casts. His
withdraw from the LLC. That Once again, the provisions in the operating agreement and the librettist, Lorenzo da
member, as well as the other jurisdiction’s laws will impact the steps required. Ponte, immigrated to
owners of the LLC, may 4. How should this departure be documented? As the America at age 56 in
wonder how to accomplish company implements this transition, it is critical to correctly 1805 and became a
this. To properly withdraw note the changes that are occurring. This documentation citizen in 1828. So we
from an LLC, there are a few key questions that the member may require the creation of new documents, revisions of old can say an American
and owners must ask. documents, and the filing of updated documents. Here are a wrote the words! The
1. What does the operating agreement say? The operating few documents to note: title translates to “Women are Fickle”; one might
agreement is typically the most important document to refer to a. Separation agreement. A separation agreement can add “and men like to cheat” for the “MeToo-ers.”
when a member wants to leave an LLC. Well-drafted operating outline the terms agreed upon by the LLC and the departing The opera is a confection testing the fidelity of
agreements contemplate the potential departure of a member member, such as buyout price, date of termination, and how four sweethearts in charming ways. And Mozart
and outline the steps required. Departing LLC members may the departing member’s LLC assets will be treated. uses Mesmer’s 18th century discovery of “hypnotic
find that there are more significant restrictions regarding b. Operating agreement. The operating agreement should magnetism” through the character of Despina,
how to exit an LLC compared to other business entities. be updated to reflect the changes in ownership. cleverly. Glorious music describes the young lovers’
Although LLCs may be formed for complex organizations with c. Annual filings and tax documents. Be sure to file updated emotions beautifully. Don’t miss it. It’s at the Kravis
complicated organizational schemes, many LLCs are designed documents with your state’s secretary of state. Additionally, Center. Call for tickets at (561)-833-7888.
for simple businesses co-owned by family and friends. As a update the contact name for the LLC’s federal tax identification Flagler Museum
result, operating agreements crafted for these organizations number if the original responsible party is the departing member. At “Whitehall” the Gilded Age home of the late,
place restrictions on the entry and exit of LLC members. We Can Help great, philanthropist Henry Flagler, their music series
A well-drafted operating agreement will describe how the The departure of an LLC member is often more complicated has returned to its classical beginnings including four
departing member’s interest must be treated. In some cases, than anticipated. If you are considering leaving a multimember professional groups in February. The music series
it may call for the LLC to repurchase the interest. In other LLC or are aware that another member is contemplating an includes The Viano String Quartet on Feb. 7, violinist,
cases, it may allow the member to sell the interest to a third exit, you do not have to figure things out on your own. Our Simone Porter on Feb. 21, the Summit Piano Trio on
party. It may state that the departing member must offer their team of experienced business law attorneys can help you Feb. 28, String Cuarteto Latinamericano on Feb. 28
interest to the remaining LLC members before offering it to assess your options and navigate a member’s exit. Call our and the Neave String Trio on March 7.
any outside parties. office today to set up a consultation at (561) 694-7827. Meet the players for champagne and snacks after
2. What happens if there is no operating agreement? Anné Desormier-Cartwright, Esq., Elder & Estate Planning the concert. Call for tickets at (561) 655-2833.
Sometimes, an LLC does not have an operating agreement. Attorneys PA, 480 Maplewood Drive, Suite 3, Jupiter, FL 33458. Kravis Center
In that case, state law will dictate the proper steps to take. The content of this article is general and should not be relied Amid the myriad of their wonderful Broadway
States differ in how their laws handle departing LLC members. upon without review of your specific circumstances by competent musicals is the well-established Regional Arts
Some states have default rules that prohibit the exit of existing legal counsel. Reliance on the information herein is at your Classical Music Series with visiting orchestras. On
members. The only way to avoid this problem is to create an own risk, as it expresses no opinion by the firm on your specific Feb. 5 at 2 p.m., the brilliant Munich Symphony
operating agreement that supersedes the default state laws. Your circumstances or legal needs. An attorney client relationship is Orchestra plays. On Feb. 13 at 8 p.m., the incredible
state’s default rules may outline a specific buyout procedure not created through the information provided herein. Philadelphia Orchestra will thrill you with their
to follow. These default rules may also define the assets and To comply with the U.S. Treasury regulations, we must playing. And on Feb. 27 at 8 p.m., England’s premier
interest due to the departing LLC member. Ultimately, relying inform you that (i) any U.S. federal tax advice contained in this chamber orchestra, The Academy of St. Martin-in-
on the state’s default laws can be precarious because they are not newsletter was not intended or written to be used, and cannot the-Fields with conductor and violin soloist, Joshua
tailored to meet the unique needs of your LLC and its members. be used, by any person for the purpose of avoiding U.S. federal Bell, promise dazzling performances. Early warning!
3. Is the departure harmonious? Another question to tax penalties that may be imposed on such person and (ii) each The New World Symphony appears on March 13 and
explore is whether or not the departure of the LLC member taxpayer should seek advice from their tax advisor based on the the Palm Beach Symphony appears on March 14 with
will benefit the LLC. Members depart from LLCs for a variety taxpayer’s particular circumstances. pianist Misha Dichter in George Gershwin’s only
piano concerto; it’s not Rhapsody in Blue! Call for
tickets at (561) 832-7469.
The Society Of Four Arts
Famous for its wide range of excellent talks, they
too provide good music choices. The Miro String
Quartet appears on Sunday, Feb. 22 at 7:30 p.m., with
astonishing clarinet player, David Shifrin. Also, catch
the high definition Metropolitan Opera broadcasts on
certain Saturdays. Call for tickets at (561) 655-2766.
Maltz Jupiter Theatre
Good People, the play, goes up on Feb. 12 to
26, with Delphi Harrington. It’s a dramatic comedy
about a working class girl out of a job who crashes
747-PALM a party given by an old flame – a successful doctor.
Be prepared for hard truths and scintillating Boston
747-7256 wit. Call for tickets at (561) 575-2223.
Eissey Campus Theatre
Spotlight on The Symphonic Band of the Palm
Beaches, Feb. 5 at 3 p.m., (561) 832-3115.
Patriotic Playbill, Feb. 8 at 7:30 p.m., stirring
music from The Palm Beach Gardens Concert Band.
Peripheral Take Me Home the story of the late John Denver and
his music featuring Jim Curry goes up Feb. 19 at
7 p.m. Do not miss it. (941) 207-1038. A Night to
Neuropathy? Remember from the Palm Beach State College Big
Band, is on Feb. 21 at 7:30 p.m. And last but not least,
Rock Rhapsody the hits of England’s famous group
FREE Consultation called “Queen” is on Feb. 27 at 7:30 p.m. I wonder if
they have a Freddie Mercury impersonator. Call for
for Acupuncture tickets at (561) 207-5900.

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