Helped Clients Recover Over $25 Billion. Since 1979.
Helped Clients Recover Over $25 Billion. Since 1979.
When an owner leaves, the company’s agreements decide what happens to that person’s share, who runs the business next, and what the departing owner is paid. The Schenk Law Firm documents exits and buyouts. When an owner has to be removed, we handle the removal and update the company’s records so the change is clear.
Ownership Transfers
We prepare the transfer of a departing owner’s interest and the consents that approve it. We also restate the operating agreement or update the stock records.
Member and Manager Exits
When an LLC member or manager leaves, we document the withdrawal or removal and confirm who controls the company afterward.
Director and Officer Removals
When a corporation needs to remove a director or officer, we follow the bylaws and corporate law and document each step.
Buyout Negotiations
We apply the buyout and pricing terms in your operating or shareholder agreement and negotiate with the departing owner or that owner’s counsel.
New Owners and Joinders
When new owners come in as others leave, we prepare joinders and update the governing documents so everyone is bound by the same terms.
State Filings and Records
We update the company’s filings with the Secretary of State and its internal records, and we secure filing accounts and company logins.
My co-owner wants out. What does our agreement say?
Start with the operating agreement or shareholder agreement. Many set out a buyout process, a pricing formula, and payment terms. We review it with you before anyone makes an offer.
We never signed an operating agreement.
California’s default rules then apply, and they may not match what the owners intended. We can still negotiate and document a clean exit.
How is a departing owner’s share valued?
Many agreements set a price, a formula, or an appraisal process. If yours doesn’t, the owners negotiate it, often with help from an appraiser or accountant.
Can we remove a partner who won’t leave?
It depends on the agreement and the type of company. Directors, officers, and managers can often be removed by a vote, but the person’s ownership usually stays unless the agreement provides otherwise.
What about a co-owner who is also our only manager?
The exit has to name who runs the company next. We document the resignation or removal and the new manager’s appointment, then update the state filing.
Experience
David Lizerbram has practiced business law for more than two decades. Benjamin Schenk founded and runs a commercial real estate investment and asset management firm.
Agreements First
We draft the agreements that govern exits, so we know where the pressure points are when one happens.
Complete Paperwork
We prepare every document the exit needs, collect signatures, and update the state filing afterward.
Case Study
A founder was ready to step away from his small education business and hand it to two people who would run it going forward. We prepared the closing documents: a transfer of his ownership units, a restated operating agreement, the members’ written consent, his resignation as manager with the new manager’s appointment, and a joinder for a company one of the new owners was bringing in. Everyone signed electronically, and we updated the company’s filing with the California Secretary of State to show the new manager.
Case Study
The owners of a nightlife venue company agreed that one of them would leave the LLC as both a member and a manager, leaving one owner in full control. We prepared the exit documents, both owners signed, and the remaining owner became the company’s sole member and manager.
Case Study
The remaining founders of an events company lost confidence in a co-founder who was serving as an officer and director. We documented his removal from the board and from office, confirmed the new officers in writing, and asked the state to cut off his access to the company’s filing account. We then helped the board adopt bylaws and seat outside directors.
Client names and identifying details are withheld. Results depend on the facts of each matter, and past results don’t guarantee a similar outcome.
The Schenk Law Firm is based in North Park, San Diego. We advise owners of LLCs, corporations, and nonprofits throughout California on exits and changes in control.
Shareholder, Member & Partnership Agreements
The written rules between co-owners of a corporation, LLC, or partnership.
Planning how ownership and leadership pass to the next owner.
Business Disputes & Demand Letters
Resolving disputes between owners and with others before court.
Closing or Winding Down a Business
Dissolutions, lease exits, and final state filings.
Bylaws, resolutions, and the records that keep a company in good standing.
Founder equity, vesting, and investment rounds.
Owner exits are easier when they’re handled early and in writing. Whether an owner is leaving on good terms or needs to be removed, we can review your agreements and lay out your options.
Contact us today to discuss a buyout or member exit.
Request a ConsultationIt’s a set of terms that says what happens to an owner’s share on events like retirement, death, disability, or a dispute, and how the price is set. It often sits inside the operating agreement or shareholder agreement.
Only if the agreement requires it or the member agrees. Vesting terms and buyback rights can return unvested equity to the company.
Often, yes. In California, a change in an LLC’s managers or a corporation’s officers is reported on the company’s Statement of Information.
Not unless the company agrees. If an owner is taking a brand, the trademark should be assigned in writing and recorded.