When you join a limited liability company (LLC) as a member—especially a minority member—your ability to monitor how the company is being run often depends on one crucial protection: the right to access books, records, and accounting information . A
Paulose & Associates PLLC
Paulose & Associates PLLC is a law firm based in New York that focuses on litigation and advisory services. The firm handles a variety of legal matters including commercial disputes, contract issues, construction law, lien law, employment disputes, insurance coverage, and real estate litigation. It serves clients primarily in several New York counties such as Nassau, Kings (Brooklyn), Queens, Manhattan, Bronx, Westchester, and Rockland. The firm provides both prosecution and defense in federal and state court cases and offers general counsel services to businesses. Its publications often discuss practical legal issues relevant to business operations and dispute resolution, including contract enforcement and liability releases.
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LLC Accounting Rights: Lessons from S&H Nadlan, LLC v. MLK Associates LLC
When you join a limited liability company (LLC) as a member—especially a minority member—your ability to monitor how the company is being run often depends on one crucial protection: the right to access books, records, and accounting information . A…
LLC Managing Member vs. LLC Non‑Managing Member: Understanding the Difference
When forming a limited liability company (LLC), one of the most important structural decisions owners make is whether the company will be member‑managed or manager‑managed . Even in a member‑managed LLC, the operating agreement may designate one individual as the…
Why Founders Should Never Rely on Verbal Promises of Equity: Lessons from the Radish Media Litigation
Startups are often built on speed, trust, and momentum. Founders and early employees dive in together, fueled by a shared vision and—frequently—handshake deals about equity. But as the Lim v. Radish Media saga shows, relying on verbal promises of ownership…
LLC Withdrawal and Post‑Withdrawal Obligations in New York: What Still Applies After You Leave
Withdrawal from an LLC is often misunderstood. Many members assume that once they give notice and formally leave, their obligations end. But as Flink v. Smith makes clear, withdrawal does not necessarily sever all contractual responsibilities. Depending on how an…
When Withdrawing Members Still Have Obligations: How LLC Agreements Can Bind Former Members.
Withdrawal from an LLC is often misunderstood. Many members assume that once they give notice and formally leave, their obligations end. But as Flink v. Smith makes clear, withdrawal does not necessarily sever all contractual responsibilities. Depending on how an…
When Transfer Restrictions Control: Lessons from Verderber v. Commander Enterprises Centereach, LLC
Transfer restrictions in LLC operating agreements often sit quietly in the background—until a member tries to sell, assign, or gift their interest. Then, as the New York Supreme Court illustrated in Verderber v. Commander Enterprises Centereach, LLC , they can…
Transferring Membership Interests in a New York LLC: What You Should Know
If you’ve ever tried to transfer a membership interest in a New York LLC—or even thought about it—you may have discovered pretty quickly that it’s not as simple as handing over stock certificates or signing a quick assignment. New York…
The Enforceability of Informal Actions in New York Limited Liability Companies
In the operation of a New York limited liability company (“LLC”), written operating agreements and formal corporate procedures are undoubtedly best practices. Nevertheless, New York courts at times recognize that the absence of formal documentation does not render the conduct…
The Hidden Dangers of “Withdrawing in Principle” from an LLC
For many New York LLCs, relationships change long before paperwork does. A member may stop participating in operations, stop contributing capital, or declare themselves “withdrawn” from the business. But as Sealy v. Clifton LLC illustrates, failing to formally transfer or…