We started llc last month. We have not created operating agreement yet. Our business is not currently operating. We just registerd llc and opend bank account. Now my partner wants to get out of the business even before it has started. My question is do i have to desolve the llc, or i can just have operating agreement where i can state that i am the 100% owner and releave him of all the liablity. Also FYI his name and my name are in LLC. and i am in illinois.
Family Law Attorney
Hello. Since you and your ex- partner registered the LLC and opened the bank account together, I strongly suggests that you completely start over rather than try to resurrect the current LLC. However, I suggests that you write your ex- partner and advise him or her of your intentions and the fact that you consider the company out of business, and that you will execute the necessary paperwork to voluntarily dissolve the LLC with the Office of the IL Secretary of State. Of course it is a good idea to have your lawyer contact your ex-partner so that he or she will know that you mean business. Before you start over with a new LLC, have a lawyer go over the paperwork and draft a formal partnership agreement with any new partner(s) that you intend to do business with. Will be happy to discuss this further and in more detail.
My comments are for informational purposes only. I am only licensed to practice law in the State of Illinois. I urge you to obtain legal representation in the State of your residence, if your question pertains to a legal issue outside of the State of Illinois. Even if you are a resident of Illinois this notification serves as a disclaimer with regard to statements made by me. I am not your attorney and as a public service, only,I have commented and given my opinion on the question posed by you on this web site. You should seek formal representation from an attorney of your choice prior to taking action on your matter and you should take the time to meet with that attorney and enter into a formal retainer with him or her if you want them to represent you in your particular legal matter. My comments here are based upon the limited facts that I have been provided with in this online communication forum and you should not rely on my comments as if I am your attorney, but should seek independent counsel to discuss your case.
Estate Planning Attorney
The legally correct procedure and safe answer is to dissolve the corporation and start all over since the legacy issues could cause ambiguity regarding ownership interests in the future. However, if costs are of paramount importance, a change of ownership with the secretary of state can be recorded. Then you would update the bank account and obtain a complete release and transfer of all ownership from your ex partner. This is much more messy than just starting over though less expensive. Contact me if you require the specific forms.