Expert Advice When You Need It Most

Stay in business and Dissolve LLC partnership

Asked over 2 years ago - South Bend, IN

I want to get out of an LLC as my partner is doing nothing to help grow the company (he took another job). When we formed we listed ourselves and wifes as partners.

I am the only person involved in this venture with the skills to run this business and my partner's wife is essentially a stay at home mother of 5 with a High School diploma.

We currently have no clients but the potential is there and frankly I don't feel like giving away the fruits of my labor with them doing nothing... I want to run as either a DBA or form another LLC. How can I do this with the least amount of "pain"?

Flag

Save

Share with:

Attorney answers (2)

Andrew Daniel Myers

Reputation Level 20

Answered over 2 years ago. Personal Injury Lawyer in North Andover, MA.

Flag

The best way to do it is to change the LLC by having the "partners" sign a consent to terminate their status as owners/members. Then do an amended or new LLC Operating Agreement deleting their names. Then, review the filings with the secretary of state to make sure none of them signed any of them in any capacity. If they did, you'll have to do amended filings.

That's the easy way. If they do not agree to get out of the LLC, and if you can not negotiate with them to get out of the LLC, then you will need to look at your LLC Operating Agreement to determine what, if any procedures you need to go through to resign. If you do not have an LLC Operating Agreement or if your agreement does not have terms for your resignation and separation from the LLC then look at your state's LLC Act for any requirements and follow then in order to resign from the LLC.

Then, start a new LLC. Of course before you do you should check your LLC Agreement or any other documents to see if there is a non compete agreement.

This answer is provided for informational purposes only. Legal advice can only be given in an office appointment by an attorney licensed in your jurisdiction with experience in the area in which your concern lies.

Mark as good answer

1 person marked this answer as good

Add comment

Andrew Daniel Myers

Reputation Level 20

Answered over 2 years ago. Personal Injury Lawyer in North Andover, MA.

Flag

The best way to do it is to change the LLC by having the "partners", actually in an LLC we call them "members" sign a consent to terminate their status as owners/members. Then do an amended or new LLC Operating Agreement deleting their names and revoking the old LLC Operating Agreement. Then, review the filings with the secretary of state to make sure none of them signed any of the documents filed there in any capacity. If they did, you'll have to do amended filings.

That's the easy way. If they do not agree to get out of the LLC, and if you can not negotiate with them to get them to relinquish their roles in the LLC, then you will need to look at your LLC Operating Agreement to determine what, if any procedures you need to go through to resign. If you do not have an LLC Operating Agreement or if your agreement does not have terms for your resignation and separation from the LLC then look at your state's LLC Act for any requirements and follow then in order to resign from the LLC.

Then, start a new LLC. Of course before you do you should check your LLC Agreement or any other documents to see if there is a non compete agreement between you and the other members.

This answer is provided for informational purposes only. Legal advice can only be given in an office appointment by an attorney licensed in your jurisdiction with experience in the area in which your concern lies.

Mark as good answer

Add comment