I took a promissory note as an LLC. If I dissolve the LLC, would I still own the money?

Contrary to what most small business owners believe, dissolving a corporation or an LLC rarely eliminates the risk of personal liability for a business transaction or other business liability. To accurately provide an answer that give more than general advice that may or may not apply to your situation, your LLC and LLC documents as well as the note involved in this issue will need to be reviewed by an attorney. In most cases your personal involvement in a corporation or LLC and any personal guarantees provided for the note, will cause you to remain personally liable, despite any proceedings to dissolve the entity. How and to whom business assets are transferred upon dissolution also affect liability. Additionally, very few small business owners who create a corporation or LLC comply with the any formal requirements for corporate or LLC operation (such as minutes, bylaws and annual elections) after they obtain their charters. That often leaves the owner subject to actions to pierce the corporate or LLC veil as a means of holding the owner personally liable. An attorney can review your LLC structure and operations as well as the note in question to determine the extent of your potential liability. Rarely will a dissolution by itself resolve these issues.

The answer will depend on whether you signed a personal quaranty for the debt. Usually all commercial business transactions have that. So speak to an attorney to review the docs and assist you

Answering your question requires more knowledge of the note and the other party's relationship to the LLC. You said that the other person provided you with an asset but didn't say more about what the asset is and how it benefits the LLC. You say that you own the asset, but it seems that the asset may be owned by the LLC. Ordinarily, if you dissolve the LLC, you must first liquidate the assets of the LLC and use the cash to satisfy the LLC's debts. Being the sole owner of the LLC doesn't mean you are the sole owner of the LLC's assets. You say that the other party didn't hold up their end of the deal, which suggests you may have an action for breach if that party's obligations were agreed upon. You need to consult with a business attorney who will be able to ask the right questions and help you decide how best to move forward.

The answer turns on the structure of your transaction. It appears from your question that the other member contributed an asset to the transaction, but you are not clear if the obligation to pay or it urvives the collapse of the deal if terminated by the other side. Please get counsel to sort this out before you walk on the other party.