Legal Question in Business Law in Delaware

Hi- About a year ago, I started an LLC with a friend/business partner. Right after the LLC was formed, the partner decided he didn't want to be in business anymore because it was more work than he imagined. He said he'd close the LLC and his accountant would take care of it. We had arguments over the fact that I wasted hundreds of dollars on my end to start the LLC, and he decides he doesn't want 'in' anymore. We are no longer talking, nor in touch as of the past 6 months. I just found out that he never closed the LLC many months ago as he said he would, as it is still registered in DE. Now, I want to sign myself off as the partner, however, I am no longer in touch with this guy. How can I do this without dissolution and without having communication with this old partner? I just want to write myself off as a co-owner.


Asked on 10/18/11, 10:28 am

1 Answer from Attorneys
Roman Fichman Esq. Law Practice of Roman Fichman Esq.

Though Delaware does have some default dissolution provisions, the articles of organization and the operating agreement would first have to be reviewed to see if there are any provisions that allow a member to withdraw / resign.

Furthermore, it will be impossible to go through this process without communicating with the other member(s) of the company. However, I'm afraid having this company out there is probably a greater liability then the inconvenience of communicating with you former partner.

You should consider retaining an attorney for this matter as your partner will likely be much more cooperative if you have an attorney by your side.

Feel free to contact my office at your earliest convenience for assistance.


Roman R. Fichman, Esq.

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Answered on 10/18/11, 10:46 am


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