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I want to resign from 50/50 LLC with debt
Anonymous2 views2 answers
My partner started LLC and she told me that I am 50/50 owner. I submit K1 for my tax for 2 years.Is that mean I am a member of LLC or manager??? She won't show me operation agreement. How can I get it from her? If she doesn't have it, what can I do? Our company is in debt from our vendors and landlord. I want to get out of it. Company/personal have no money in bank account, no job/money coming in. I might have to file bankruptcy when they will come after me in a future, but my husband making more money than I can file chapter 7. What is my first step? Can I send resign paperwork??? She never answer my email or call. She lives 5 hours away from me and I have no idea what to do...I think she wants to keep the company open to use for tax purpose...we can't pay any vendors/landlord anymore.
First, research the LLC through the Secretary of State. The organization documents on file will show whether you are a member of the LLC. Also, look at the K1 - it should list an accountant who prepared the LLC's taxes. Contact the accountant and request a copy of all records they have on file. Next, send a letter to your partner requesting a copy of the operating agreement and informing her that you want to resign. If she does not cooperate, you will need to contact an attorney who will utilize the court system to terminate the organization. If it is a true LLC and operating properly, the debts of the LLC should not pass on to you. However, if the LLC was not operated per statutory requirements, the courts may find that the organization was merely a partnership, and find you and your partner personally liable.
To re-cap: do some research on your own and determine your standing. Next, attempt on your own to persuade your partner to terminate the LLC. If she refuses, you will need to contact an attorney for assistance. Put some money aside, as this may be expensive.
You either (a) are or (b) are not a member of this LLC. If you are not a member, that ends one of your problems. If you are a member (and the Secretary of State's records won't always tell you whether you are or are not) you have a right to get out of the company. In LLC terms you can "dissociate." It would be best if you have a lawyer familiar with LLCs prepare your notice of dissociation, and then send it. You could send it via regular and certified mail. If your law is like that of Illinois, you have a right to be paid the fair value of your interest in the company. From what you've said, that may be zero, so I wouldn't get your hopes up.
Perhaps the bigger issue is: Have you personally guaranteed any of the company debt? The lease? Bank loans? Vendors for supplies? Have you guaranteed any employees that they will be paid? Of course dissociating from the company will not relieve you of responsibility for any debt you have guaranteed.
If you dissociate, and haven't guaranteed any debt, I doubt anyone will be coming after you.
I wish you the best, this sounds like a bad situation which has you very upset.
