[tx] Discovered Payments To My Business Partner Above Agreed Compensation. How Do I Protect Myself?

Location: TX. I’m a 1/3 owner of a member-managed LLC with no written operating agreement. One of the other members has always handled the company’s finances. I have never controlled bank payments or had bank access.

To my knowledge, the company’s tax returns have not been filed for the past two tax years, and I have not received K-1s for either year. I was told extensions were filed, but I need to verify the actual filing status. When I previously suggested hiring a CPA, the member handling finances objected to it and said they could complete the cleanup themselves.

I recently received QuickBooks access and began independently reviewing the records. Based on my review so far, I calculated tens of thousands of dollars in repeated payments to that member above the compensation we had agreed on. I have not finished reviewing the full history or had my calculations independently verified.

I did not approve these additional payments. The other member has QuickBooks access and has said he verbally approved some additional compensation, but I do not know whether that approval covered some or all of the payments I found.

I have exported financial reports and transaction records. I have not yet discussed the findings of my review with the other members. I’m seeking independent legal advice, but I would appreciate guidance on my potential personal exposure, my rights as an owner, preserving and obtaining records, and what steps I should take while arranging a consultation.

TL;DR: I’m a 1/3 owner of an LLC who recently found substantial payments to the member handling finances above our agreed compensation. I did not approve them, and the scope of the other member’s approval is unclear. How do I protect my interests?