I am the 80% owner of our LLC. My business partner has suffered mental deterioration, was recently arrested for a DUI, and has gone crazy, threatening to sue me on multiple personal and business matters. They contributed all capitol contribution. They technically were in breach of our "contract" after draining the company account. Our operating agreement is a joke (1 page) and there is no exit strategy. They listed an opening balance equity account in QB for an amount higher than it was (have bank statements) and also made a long term liability - notes payable account in their name listed for that amount plus additional capitol contribution. They refuse to agree to my dissolution agreement, and said that I am responsible for paying their lawyer for writing a buyout agreement if I refuse to sign. They have threatened to file an injunction for who knows what as I am and have not ever been a physical threat. Can I simply dissolve the LLC, surrender to them the assets and walk away? I am only 20 years old, new to buisness, and cannot afford a lawyer. They on the other hand are very experienced with business and can afford a lawyer. If I do dissolve could they sue me?
Obviously these are not the kind of people you want to be involved with in a business. I can't give legal advice to your particular situation but I will say that a majority owner of an LLC generally has the authority to dissolve the business and divide up assets among the partners based on ownership interests but only after the company's debts have been satisfied. While you say you can't afford a lawyer, I think you can't afford to NOT have a lawyer. You might be able to find a lawyer who will do a thirty minute consultation for a fee you can afford. The State Bar has a lawyer referral service available to that end.
This answer is for informational purposes only and does not create an attorney-client relationship. If you need legal advice, you should meet with an attorney licensed in your state.
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