Can I personally purchase assets from my dissolving company and use them at a new business?

Business 3 views 2 answers
I own a business with 4 total partners. 2 of the partners haven't contributed in some time and have no interest in contributing any time, energy or efforts to the business. We've offered to buy them out and also offered for them to buy us out. They said no to both and want us to continue to grow the business while they do nothing. We've decided to dissolve. My question is this - can I personally purchase equipment, vehicles, and other assets during the dissolution process and then turn around and start a new company and use the equipment there?

Attorney Answers

2
James Desposito ·
Assuming the operating agreement does not address this situation, you should get the other members to consent to any such sale and subsequent use in the new business. Absent that consent, you could be faced with claims questioning the value of those assets and a breach of fiduciary duty in using those assets in a competitive business. Ideally, the members would execute an agreement addressing the dissolution, liquidation, and termination of the LLC. You should consult with an experienced Business Attorney to assist in the process.
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Trevor Casperson ·
Based on the facts you stated, you may not be able to get a fair deal from the other partners regarding the assets of the business. In such a case, you'll want to gird yourself for litigation. I would recommend you consult with an attorney regarding your options. Please let me know if there are any other issues I can help you with! Good luck!
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