I have an LLC with a friend, she abandoned the business and now our business closed. she refuses to pay her part of debt owed.

With the facts you have shared the LLC agreement should help lay out costs, and any personal guarantees will be important, but as the name implies the liability is limited to what has been invested, unless the agreement call for continued investment to maintain owership share. If your agreement is lacking and you followed The statutes for the LLC formation:
pasted below;
http://apps.leg.wa.gov/rcw/default.aspx?cite=25.15&full=true
her liability may be limited. You will need to have a review of your formation documents to see if has liability, ownership, or where you stand.

Good Luck

Unless you and your friend have a specific agreement pursuant to which she agreed to pay a portion of the debt, then your friend likely has no obligation to pay. For that matter, unless you have a specific obligation to pay the LLC's debt(s), you don't have an obligation either.

The most important aspect of your inquiry is the operating agreement (an LLC partnership agreement). It will define the metes and bounds of your partner's liability for the debt at hand. Typically the operating agreement states that the members will only be liable to the extent of their capital contribution into the company (i.e., the actual money they put into the company). Hence, for you both to actually owe money in your own name would require a personal guarantee of some kind (this is a contract that says that you and possibly your partner need to come out of pocket to pay the debt). Hence, the actual papework underpinning her "agreement" to pay half the deb owed is critical and you should have a local attorney review it.

I hope this helps.


Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.


I hope this helps.


Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.