We are in TX and I want to leave the business for many reasons. We have debt and the debt as I understand it, is assigned to the company. We have no partnership agreement. Will I owe anything if I leave?
Partners are usually personally responsible for the debts so leaving the partnership doesn't close the door on the debts in your name. You would need to review each and every agreement for the debts to see how you are liable. Even if the remaining partners buy you out, and agree to hold your harmless on the debt, the creditors don't have to comply with those arrangements. Similarly, if you own anything in the LLC, you need to get those out of your name to fully exit the partnership.
The dialogue on this website does not constitute legal advice nor does it form any sort of attorney-client relationship.
I recommend having an attorney in your area review your corporate paperwork as well as the agreements that lead to the debts to which you refer.
The juxtaposition of the terms partnership and LLC are confusing, at least to me. A partnership is a trade or business conducted by two or more persons or entities without formalizing the relationship by forming a corporation or LLC. An LLC, while it may be treated as a partnership for tax purposes, is a creature of statute. A properly formed LLC that observes and maintains all requisite limited liability formalities will generally shield its members (owners in the LLC context) from personal liability for LLC debt. General partners in a partnership are personally obligated for partnership debt.
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