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How do i dissolve an LLC that never had an operating agreement?
Chicago, IL
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Posted about 1 month ago in Limited Liability Company (LLC)
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I formed a delaware LLC with a colleague in March of this year.
We have a temporary agreement that expired june 1. The goal of that was to force us to write the operating agreement and that never happened. My business partner has missed client meetings and really just doesn't work. We have several outstanding invoices for a client that is bankrupt. My business partner is waiting for the client to pay so he can take half of the money even though I was the only one billing on the project and he contributed nothing. I have already started a new LLC with someone else. What are my options? I want nothing to do with the previous LLC Answers (1)
Robert John Murillo
This attorney is licensed in Illinois and 1 other state.
Posted about 1 month ago.
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What you can and cannot do is based on the terms of this agreement and Delaware or other state law under conflict of law principles. As to your new LLC, that could be a problem. There may be fiduciary duties related to your prior LLC, especially if the new LLC is in the same line of business as the old LLC because this may involve duty of loyalty and other issues.
In short, you must speak with a business attorney immediately to resolve this issue. I realize that people here may wish that the answer to their legal questions would be simple. That is almost never the case and that, in large part, is because people did not talk to attorneys at the outset. They now have a matter that can devolve quickly to litigation and wasted time and money. Much more time and money than it would have cost at the beginning. Instead of possibly creating further complications, get advice now. Good luck. DISCLAIMER—This answer is for informational purposes only and discusses general legal principles, trends, and considerations and is not intended as specific legal advice regarding your question. This answer does not establish an attorney client relationship. |
