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Voting rights in an LLC

Asked by: Linda Anderson  — 6 February, 2012

I am a member of a Delaware Multiseries LLC doing business in CA. My question is this: we formed in 2005, there are 8 members & all decisions to date have been 1 member – 1 vote, although 2 of us have more than 1 share. The LLC document says “majority vote”. Can we continue with 1 member – 1 vote as has been our standard of practice or must we vote by # of shares per member (example I have 3 shares, another has 6 shares)?

Answered by: admin  — 6 February, 2012


The answer depends on the Operating Agreement of the Company. If the OA specifies one member one vote then that’s how you should vote. Otherwise, by default members vote according to their relative percentage of membership interest with a majority being anything over 50%.

If everyone wants to continue voting under the one member one vote scheme, then you would need to present a company resolution and consequently amend the OA to that effect. In addition, being a series LLC, you should make sure that the agreed to voting scheme applies to every LLC in the series.

If you have any further questions feel free to contact my office at your earliest convenience.

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