Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania, New Jersey or Federal law apply, unless otherwise specified.
That being said, a banking account isn't necessary for an operating agreement to be binding (unless required in the agreement, which I have never seen). The corporate name should be distributed in the liquidation of the company; if the corporate name is your personal name, that can present some problems. You should see an attorney ASAP to explore your options.
If you would like to discuss this matter further, please feel free to contact me at the below address(es) or telephone number.
/Christopher E. Ezold/
The Ezold Law Firm, P.C.
One Belmont Avenue,
Bala Cynwyd, PA 19004
I agree with Attorney Ezold. Unfortunately if your business partner is refusing to cooperate, you may ultimately have to go to court to force the dissolution of the company. It would be best to consult a good business attorney in your area before things get more complicated than they already are.
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The LLC Operating Agreement is what will govern the dissolution of the LLC and the distribution of the funds. A seperate bank account would have made everything cleaner and easier, but does not govern the legality of it. How the dissolution will occur and what happens to the business assets, including the business name is determined by the Agreement that you all entered in 2009.
This reply is a generic reply and is not specific to your situation and does not create an attorney client relationship.
This response does not create an attorney-client relationship and is not intended to provide legal advice for your specific situation.