
Limited Liability Company Formation and Disputes at Lido Law
At Lido Law, we bring over 20 years of combined legal experience helping business clients form, operate, and resolve disputes within Limited Liability Companies (LLCs). Our team understands that while LLCs offer tremendous flexibility and liability protection, they also require careful planning, clear documentation, and strategic legal guidance to avoid costly internal conflicts.
California law treats LLCs as hybrid entities. They offer the pass-through tax treatment of a partnership with the limited liability protections of a corporation. This makes them an attractive choice for small and mid-sized businesses, family-owned enterprises, startups, and joint ventures. But that flexibility can also lead to disputes if the rules of the business are not clearly defined—or if members fall into disagreement about their roles, rights, or returns.
LLCs are formed by filing Articles of Organization with the Secretary of State and are governed by an operating agreement. That agreement can be written or oral, detailed or informal—but it becomes the foundation for how the company is managed and how profits and losses are shared. We routinely draft, review, and enforce operating agreements that cover capital contributions, voting rights, management powers, distributions, and buy-sell procedures.
At Lido Law, we have worked with clients across industries—real estate, tech, retail, professional services, franchising—guiding them through the full life cycle of the LLC structure. Our legal services include:
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Formation and structuring of single- and multi-member LLCs
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Drafting customized operating agreements
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Counseling on member rights, duties, and capital responsibilities
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Resolving internal disputes and deadlocks
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Litigating breach of fiduciary duty, self-dealing, and mismanagement claims
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Advising on buyouts, withdrawal, and dissolution procedures
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Addressing securities law compliance when LLC interests may be classified as securities
California presumes that an LLC interest is a security unless all members are actively engaged in management. That has significant consequences when an LLC is formed for investment purposes or when passive members claim they were misled. We have represented businesses and investors on both sides of these issues, with an eye toward limiting liability and preserving the enterprise.
LLCs were designed to offer an alternative to corporations and partnerships, and when properly structured, they often avoid the rigidity and double taxation of a C corporation and the liability risks of a general partnership. LLCs also allow more flexibility than S corporations, which are limited to one class of stock and only certain types of shareholders. In contrast, LLCs can have multiple classes of membership and allocate profits and losses disproportionately, depending on how the agreement is written.
But with that flexibility comes the need for precision. Disputes often arise when expectations were not properly documented or when a member acts outside the scope of their authority. Common triggers include failure to distribute profits, capital contribution demands, attempts to expel or buy out a member, or disagreements about control. These cases can quickly escalate without early legal intervention.
At Lido Law, we offer more than technical knowledge—we bring real-world experience advising companies on how to avoid these problems before they happen, and how to resolve them when they do. Our approach is pragmatic, strategic, and always grounded in the long-term goals of the business and its owners.
If your business is facing an LLC-related dispute or you’re planning to form a new venture, Lido Law is ready to help with skilled legal guidance tailored to the structure and dynamics of your company.