Corporate Law Exiting partnership, change of agreements

[distressed26]

My jurisdiction is: CA, USA

I have given my exit notice on the first week of January and my last day at the LLC is on Friday, January 31. I am a partner of four in our LLC. One of the partners called a meeting two days before my last day to discuss business percentages due to my leaving and tax reasons. He wishes to change our current, signed, and dated agreement, stating that the agreement of equal share (each partner owns 25% of the company) was a temporary measure. He wanted us to agree on a new agreement based on how many clients we brought in to the company this past year, what unique skills have we contributed, our individual market value (?!?), etc. We will have to agree on this new agreement before my last day and the percentages will be reflected on last year's tax. None of these new guidelines were ever brought in to discussion or were ever stated as requirements to be a partner in the LLC.

I'm compelled to stick to the agreements that were in place up until the announcement of my resignation, to me that is the most reasonable and more importantly most fair to everyone and myself. I wouldn't want anyone to be accused of changing the game at the last second. Do you think my decision to stick with the original agreements is wrong? What are my rights and what can I do to protect them?

 

[dee_dub]

Do you think my decision to stick with the original agreements is wrong?

Not necessarily.

What are my rights and what can I do to protect them?

Unless the owner who wants to change things has the power to do so unilaterally under the bylaws or constitution of your company, changing the ownership will take at least a majority vote. So don't vote in favour of changing the agreement, and lobby the other owners not to vote in favour of changing it either. And make it clear that you will sue the company and its directors and majority shareholders for oppression and breach of fiduciary duty if they do pass a resolution altering your ownership position, and they can explain to a judge how changing the ownership of an outgoing partner is in any way appropriate.