Can someone legally register another person without their knowledge as a 'managing member of a LLC in Delaware?'. I ask this only because I just found out today that someone registered me today without my knowledge or permission. I know nothing about business or legal situations on this level.
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If you need any background info on this situation- here is it is: I worked as a freelance contractor for a someone who also became my friend (not close but friends) for the past 13 years, and I helped launch their business by providing them with valuable intellectual ideas, a website, additional technology solutions and websites and technology solutions for their clients and needs over the past 13 years. They would talk to me on a daily basis and ask me for business advice and ideas about everything. I always gave them my best advice and ideas. A couple years ago, I told their that I wanted to start my own business (completely different from theirs), and they wanted to know about it, so I had them sign a nondisclosure to protect my ideas. I would like to stay friends with them, even though I think it is illegal to register me as a managing member of an LLC without my permission. Several months ago, they asked me to build an online social community similar to facebook, but focused on entrepreneurs. They said they would be getting a lot of money in a few months, and would pay me later for my work - but wanted me to start now. I insisted on a freelance contract to begin work, and then I started building the community. Once I finished it, they was surprised that I was able to complete the entire community successfully - and that it worked perfectly. they tested it out and immediately registered me (without my knowledge) as a managing member of a LLC in Delaware. They also got an EIN number After registering me without my knowledge, they asked me to be a co-founder. I said I would like to be co-founder - since I have put in my share of work since they started their business (unincorporated) 13 years ago, but I want to be an employee and a co-founder, something I have been before with other startup companies. I just want to get paid for my work and be able to pay for my bills. Running a social community is a full time job, and they already convinced me to quit one of my jobs to build their community, but didn't come up with the monthly money promised. They got upset about when I told them I only want to be an employee or remain a contractor - but still did not tell me that they registered me in Delaware without my knowledge. They then kept pushing me to launch the social community I built, but still didn't want to pay me the down payment they agreed to pay me. I showed them quotes from other programmers like myself who priced my work between $50,000 and $100,000. We agreed that I would only charge them $20,000 or less this year and the rest later because they said they didn't have the whole amount. they told me they could give me a downpayment of $5000 now, but kept putting it off over the past couple months because they says they don't have the money. At the same time, they made travel plans (some of them vacation) this month for London, New York, Boston and California. they also brag to me of their $1000/night hotels etc,... and in our past few meetings, they mention often that they are looking seriously at buying a house in California, as well as a boat, and that they are about to spend thousands on some hedge funds. I only mention this so you can understand my perspective in all this. I believe that the 'windfall' of money they expected has already arrived, but they don't want to share it with me and pay me what they owe me - Even though it is obvious to me that they value the work I did enough to register as an internet company in Delaware. they are getting more and more desperate and pushy about me launching the social community, but when they said that $5000 down payment was too much, and I asked for $3000 minimum, they said that that was difficult for them, and that I should just launch the tech I made now. Problem is, that once I launch it, it's theirs and on their server - so they can just skip out without paying me the $50,000 to $100,000 that is is worth before it even generates revenue. Another problem that makes me a little dependent upon them temporarily: When they said they could pay me $5000, they begged me to quit one of my two jobs so that I could commit full time to their technology. I trusted their and I quit one of my two jobs. they promised to pay me monthly $1000 minimum so I could devote more of my time to their technology. I have been doing the work, but they often can only pay me between $200 to $500 a month or less. I have to ask their several times before they pays me and this is causing stress for our relationship. Also, because they registered me as a managing member without my permission, I don't have a much faith in their. I also know that they just came into a lot of money from their job in New York (http://iwires.com/) wtheire they lives, and I just don't know why they is not valuing my work and paying me what they knows my work is worth. I do know that they values what I built because they registered with Delaware as soon as they saw it. Why can't I get their to pay me? I want to turn this into a positive situation if possible, where they get their tech from me and I get paid? I would still like to stay friends with this person. Here is what I want to accomplish: 1. I would like to get paid between $20,000 and $100,000 for the work I already did. I was told by (MANY) other programmers (in writing) who do what I do, that the community I built is worth between $20,000 and $100,00 even before it generates revenue. 2. I would like to get a big chunk of that upfront so I can pay a lawyer - or pay you - and so I am not "struggling" while they jet set around the world. (this month they will have traveled to New York, California and London. they brag to me about paying for $1000 a night hotels, etc,.. so it is difficult now to listen to their tell me "I have no money to pay you" every month when I know their lifestyle. Everytime I ask them for a payment, they cry wolf. Note: the last few times I saw them, they talks non-stop about 4 things: 1.) Hedge funds they are about to buy, 2.) buying a house in California 3.) Buying a boat in California, and 4.) How they will definitely not give up their $2000 a month studio apt in New York when they buy a house in California - because it's not a problem financially for them. Note: They live in New York and I live in California. YET, everytime I let them know that they are late on a payment to me (which I should not have to do) they say that they are 'strapped' and can't afford to pay me. At the same time, they send me daily emails saying that "we must hurry and launch the technology I built" and they want to launch right away. 3. I do not want to be a "managing member" of their company - as it shows in their document. I never agreed to this at all. I want to be a Co-Founder and an employee who gets paid for the work I do. I have had this role before in other startup companies, but every time I say this to theim, they say this offends them, and that they wants me to share equal responsibility for their company or they will find another person to do so. How do I turn this around to a positive situation since they are quite desperate to launch my technology, and I want to get paid for what I already did? they did not write the "business operation" document with me, or have any company meetings with me which I think is required to form a managing member of an LLC with someone! - and this is one of many reasons that I do not want to share any responsibility or managing membership with them. I just don't trust them 100% anymore. I just want to get paid for the work I did/do and hold the title of "Co-Founder", since I have earned it by working with them since the year they started their business 13 years ago. During those 13 years, I have given them many valuable intellectual ideas on how to run their company, and I have built many websites and technology solutions for them and their clients. How do I accomplish the above and explain to them that this will work for them and for me? Please respond quickly if you have any advice for me. I meet with them tomorrow morning, next Monday and they leave town for London May 9th. peace and thank you community! I have almost no business or legal knowledge on this level, and though I have been taken advantage of before - making people millions - I'm really fighting hard to not let this happen again. If you can help me craft a letter to this person, that is the best help to me right now. peace! Pahdri
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Answer:
I encourage you to contact a business/contracts attorney in your state immediately, to seek a consultation, and to tell them everything that you have stated here.This answer is not a substitute for professional legal advice....
Jonathan Kibler at Quora Visit the source
Other answers
Just letting folks know about updates on this cray situation. So, I ended up having to call the Delaware State Corporations agency, who told me that what my client did was 100% illegal (not to mention criminal), and that I should contact the State Attourney's office as well as the business service that processed the documents. I had to take to day off from work to get it done, but I finally got my name off the document, and written proof that it was removed. It was severely stressful, but I decided not to press charges because I'm just not interested in going through more stress for a longer, drawn-out legal process. What I don't understand, is when my client found out that I removed my name from the document that they put my name on without my permission or knowledge, they left a message screaming at me - instead of apologizing for doing something they would be super pissed off about if someone did that to them! How can so many business folks be so confused to the point that they think that when they are 'checked' about doing people wrong, they get upset with the person who 'checked' them? How can anyone be so confused & backwards thinking? Now,... that is the quora question in my mind now...
Anonymous
Dear Anonymous I am in a very similar circumstance (it's crazy; the situation is practically identical to yours) and am at the point where I am going to the Delaware State Corporations Agency and file a similar claim. I have a lawyer ready to send a formal letter cutting ties but want to know exactly what must be done from the LLC perspective. Can you let me know exactly the steps you took to remedy the situation? I have a family and this is causing significant stress in our lives - at this point I am really not comfortable in my circumstances and could use any help - especially with respect to someone who's been in a similar situation. Thanks. Another Anonymous
Anonymous
A2Ahttp://delcode.delaware.gov/title6/c018/sc02/index.shtml states: The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person's knowledge and belief, the facts stated therein are true. http://delcode.delaware.gov/title11/c005/sc06/index.shtml states that third-degree perjury is a class a misdemeanor.http://delcode.delaware.gov/title11/c042/ states that: The sentence for a class A misdemeanor may include up to 1 year incarceration at Level V and such fine up to $2,300, restitution or other conditions as the court deems appropriate. So, anyone who intentionally misidentifies a person as an LLCâs Managing Member in a Delaware filing could be subject to a criminal sentence that provides for any or all of the foregoing.In addition, to the extent that the victim suffered financial or other injuries that were not compensated as a result of the criminal proceeding, the victim could seek recovery in a civil suit.To answer the question directly: One who intentionally includes such a misidentification in a filing with the state is not behaving legally.This answer is not a substitute for professional legal advice....
Dana H. Shultz
The answer would be no. âLegallyâ is the operative word here. If it were âlegalâ, there would have to be consent from the party being registered, and since you are the one be registered and without your knowledge or consent, it is not a âlegalâ registration. The party who registered you is likely breaking several laws if they truly registered you without your consent.There is probably recourse with the Delaware Division of Corporations - https://corp.delaware.gov/. I would start there if I were you.This is only opinion and not legal advice. If you need legal advice, you should see licensed and bonded counsel.
Jon Sanchez
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