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Partner wants out of LLC but we disagree on buyout price

Started by confused_af_rn_1 · Oct 23, 2023 · 2 replies
For informational purposes only. Not legal advice.
CA
confused_af_rn_1 OP

Need help here. My business partner (50/50 LLC, consulting firm) wants to leave the business. We both agree he should exit, but we're miles apart on valuation.

Our operating agreement says buyout price should be "fair market value as determined by the remaining members" - which seems like it gives me the power to set the price? But he's saying that's not enforceable and wants to hire an appraiser.

Can he force an independent valuation? What's standard for service businesses like this?

CA
confused_af_rn_1 OP

Final update: Got a business attorney (not Sarah, but someone local). We agreed on $140K base + $120K earn-out over 24 months tied to client retention. He gets teh earn-out payments quarterly as long as his former clients stay active.

2 year non-compete for our industry vertical, 3 year non-solicit on clients and any employees we hire. He has to do 45 days of transition/intro calls.

Signing next week. Actually feeling good about this now vs the anger/stress from two weeks ago. The earn-out structure was key - aligns our incentives and protects me if clients bail.

Thanks everyone for the advice!

R1
RealtorJoe_15

PSA: if you're a single-member LLC, your asset protection is only as good as your compliance. Commingling personal and business funds can pierce the corporate veil faster than anything else.