A Favorite Operating Agreement Provision
My practice often involves reviewing operating agreements, and from time to time I stumble upon provisions that fall into the category of “certainly that can’t say what they mean to have said.” One of my favorites, written by a St. Louis firm, provided:
The Company may engage in any activity lawfully permitted a limited liability company organized under the Act. The Company may engage in any other activity with the approval of a majority of the Members.
If, under the first sentence of this provision, the LLC may do anything that it is legally permitted to do, what is the range of activities that are intended to be addressed by that second sentence?
At least one moral of the story – just because it gets past “spell check” does not mean it necessarily make sense.
No comments:
Post a Comment