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Is there a Form to Dissolve a Limited Liability Company?

by | Jan 7, 2005 | Uncategorized


Category: Business Law

Location: NJ

Subject: articles of dissolution

i need info on dissolving a 50/50 partnership in an LLC to protect my assets in the co. i wish to remove myself from the LLC, leaving my partner/member to either end the LLCand liquidate/split assesets or to transfer membership interests by selling it to her. i need to know all my rights and personal liabilties if any in this matter.need to know how to apraise the worth of the company( machinery,stock,materials) to find the true value of the company. do i need an attorney? i had invested personally 12,000.00 in the company at start-up 2 yrs. ago by purchasing equipment for operating the was a 50/50 investment. we have a vehicle that was purchased by a third party that we have been making payments to (5 yr. loan). we are still paying agreement was made in writing on this loan with my partners personal friend. need to know how that vehicle loan can be transfered to my partner. need to know how i don’t lose any equity i had put into it so partner doesn’t and hasn’t made herself available to do work- she has been leaving it to me to produce all the product we offer, and help her with whatever she’s been doing (businesswise). the business has been operating on her property ,how do i protect myself.


You should immediately contact a business and tax lawyer! Your rights are determined by the language of the Operating Agreement and other documents signed when forming the LLC. Also, even though you may dissolve the LLC, if you have signed notes and guarantees, you will still be personally liable. In addition to the legal issues, termination of the LLC treated as a partnership for tax puposes will be a taxable event. You may have to recognize gain. This entire process should be analyzed by a business/tax lawyer to design a plan for the best way out of this mess!

See my website for more information on LLC’s: