[MO] What do I need to do to remove at 40% LLC member who wants to withdraw and get everything back in my name?

MO Business

Legal Eagle

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Thank you so much for chatting with me on this.

Here’s the information in plain language:

Document the meeting minutes. (MO Rev Stat § 347.091)
- Meet with your partner to talk about their withdrawal.
- Write down that your partner asked to leave the LLC.
- Write down that both of you approved the withdrawal.
- List the effective date of the withdrawal.
- Include any agreed terms, like whether there is a buyout or if no money or assets are owed.
Sign the meeting minutes.
- Both you and your partner need to sign the minutes.
Update the operating agreement:
- Change the operating agreement so it reflects the new ownership.
- Sign the updated agreement.
Provide documents to the bank:
- Give the bank the signed meeting minutes and the updated operating agreement.

Does that help clarify things? I want to make sure I didn’t leave anything out.

Amendment to LLC Operating Agreement

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I have a company where I shared 40% of it with someone else and now they want out of the company. What is everything that I'm going to need to do in order to get it back in my name?

Lexi, Chatbot

I understand that dealing with a business partner wanting to exit can be quite stressful. Can you tell me how long you have been in this partnership?

Since 04/17/2025

Lexi, Chatbot

Have you and your partner discussed any terms or conditions regarding their exit from the company?

Just that they want out of the company and don't want anything to do with it after.

Legal Eagle

Hello, I’m Legal Eagle. I’m an attorney who works in your area of law and I’ll help you sort this out today. I’ve read what you shared, so let’s go over what’s happening and what your best next steps look like.

Do you have a written operating agreement or any formation documents that describe how ownership transfers or partner exits should be handled?

Yes, I do.

Legal Eagle

Great, having that document is really helpful. Could you let me know where your business is located? This can affect the legal steps involved.

Missouri

Legal Eagle

Understood! So you're just wondering what you need to do here, correct?

Yes. Their name isn't anywhere on the LLC and only is on the operating agreement. I thought in order for them to not be a part of it I would just have to take a vote because I am majority holder of the company. Then after the vote is taken just change the operating agreement.

Legal Eagle

Ok! Did you need to tell me anything else? If not, I can start with answering your question.

Well we own a property together and the loan officer from the bank says I need these things:

You will need to document meeting minutes with the following:

(One wanting to withdraw) requested to withdraw from LLC
Withdraw was voted upon and approved by both of you
Note effective date of the withdrawal – which can be the same date as the minutes
Note any agreed terms (ex. Anything concerning buyout amount if relevant. If not, it would probably be wise to note that it was agreed upon that no funds or assets are due to (their name) at the time of his withdrawal.)

Once you have that done please provide me with:

Minutes (mentioned above) that are signed by you and (their name)
New operating agreement, signed by you

Legal Eagle

Ok! I just need a little time to draft up a high-quality answer. I'll be with you as soon as possible. It won't be terribly long, ok?

Legal Eagle

Thank you so much for chatting with me on this.

Here’s the information in plain language:

Document the meeting minutes. (MO Rev Stat § 347.091)
- Meet with your partner to talk about their withdrawal.
- Write down that your partner asked to leave the LLC.
- Write down that both of you approved the withdrawal.
- List the effective date of the withdrawal.
- Include any agreed terms, like whether there is a buyout or if no money or assets are owed.
Sign the meeting minutes.
- Both you and your partner need to sign the minutes.
Update the operating agreement:
- Change the operating agreement so it reflects the new ownership.
- Sign the updated agreement.
Provide documents to the bank:
- Give the bank the signed meeting minutes and the updated operating agreement.

Does that help clarify things? I want to make sure I didn’t leave anything out.

Legal Eagle

I want to make sure I fully answered all your questions and that you feel completely supported. Your feedback truly helps us continue providing great service. If there's anything else I can clarify, I'm here for you!

I think I have it figured out.

Legal Eagle

For sure! Did I thoroughly address your question? Did I provide top-tier service to you? If the answer is no to either, please let me know so I can help! I know it's a lot.

I just created the meeting minutes and put that he was transferring ownership and I was accepting ownership.

Legal Eagle

That sounds like a good step forward! You should update the operating agreement to match what you wrote in the meeting minutes and show that you now hold full ownership.

You should have both of you sign the minutes to make the transfer clear and complete.

You should then give the signed minutes and the updated operating agreement to the bank so they can update their records.

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