I started a business w/a friend and now I need to get out. we never signed a business agreement. What do I do?

You used the term "LLC" and "Corporation" interchangably, so this answer will proceed on the assumption you are a member of an LLC and not a shareholder of a corporation. Generally speaking, you will be at the mercy of Florida's LLC Act. Since you didn't sign an operating agreement, the default provisions of the Act will apply to your situation. Almost all LLC acts, as well as the Model LLC Act, has provisions for dissolution including liquidation of your capital account.

It sounds like you didn't use a lawyer to start the company. It is good to "do it yourself" sometimes, but now is a time I would HIGHLY recommend speaking to an attorney. The LLC Act of your jurisdiction will have to be complied with, and hiring an attorney will give you a better chance of not lettng your investment completely disintegrate into litigation and hurt feelings between you and your friend. I would recommend looking into your local lawyer referral service for some names of Florida business attorneys.

NOTE: This answer is not intended to be legal advice and should not be construed in that way. This answer does not create an attorney-client relationship and no such relationship may be created absent a signed retainer agreement. The author is licensed in Illinois only, and his answer is for educational purposes alone.

At this stage, it would be highly advisable that you retain a business attorney to address this situation.

NOTE: This response should not be construed as creating an attorney client relationship.

Eric N. Assouline, Esq.
ASSOULINE & BERLOWE, P.A.
ATTORNEYS AT LAW
213 E. Sheridan Street, Suite 3
Dania Beach, Florida 33004
Telephone: 954-929-1899
Facsimile: 954-922-6662
www.assoulineberlowe.com

Commercial Litigation, Intellectual Property, Creditors' Rights and Bankruptcy, Real Estate, and Corporate Law

Miami · Ft. Lauderdale · Boca Raton

Assuming your company is a LLC, you have several options to handle your situation. The simplest and most direct method is resign as a member (and manager or managing member) of the LLC. While resignation/withdrawal as a member gets your name "off the LLC" - and cuts off your association with LLC from that point forward, it does not freeze the assets or dissolve the LLC. To dissolve the LLC, assuming you can get your friend to agree, you can file articles of dissolution with the Florida Division of Corporations See the link below for the forms.

However, based on what you have indicated, I would agree with my colleagues that you should consult with a good business lawyer.

This post is intended for informational purposes only. It is not intended to provide legal advice and does not replace the services of a business lawyer, who can better assess how to address your particular circumstances.

Hire an attorney to protect your rights. An attorney familiar with the policies and procedures of the court will know the likelihood of negotiating such a resolution given the circumstances of your case.

Check with a lawyer in your locale to discuss more of the details.

Good luck to you.

God bless.

NOTE: This answer is made available by the out-of-state lawyer for educational purposes only. By using or participating in this site you understand that there is no attorney client privilege between you and the attorney responding. This site should not be used as a substitute for competent legal advice from a licensed professional attorney that practices in the subject practice discipline and with whom you have an attorney client relationship along with all the privileges that relationship provides. The law changes frequently and varies from jurisdiction to jurisdiction. The information and materials provided are general in nature, and may not apply to a specific factual or legal circumstance described in the question.