Legal Question in Business Law in Georgia

I operate a website with domain name registered to me personally and website operated under a LLC. As 50% owner of two party LLC my bankruptcy was discharged in August 2010. In April of 2011 after fallout between the other party, I terminate the LLC with the state. I didn't notify other party. Other party goes on to start a competing website and still doesn't realize LLC has been terminated and that I'm operating website under a new company. I was just served lawsuit suing the terminated LLC and me personally.

Does my bankruptcy that I personally filed trigger a dissolution of the LLC according to the language below and does other party have valid grounds to sue me on for terminating the LLC without their knowledge or approval?

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The LLC operating agreements reads:

VI. Dissolution Provisions

(1) Events That Trigger Dissolution of the LLC: The following events shall trigger a dissolution of the LLC, except as provided:

(a) the death, permanent incapacity, bankruptcy, retirement, resignation or expulsion of a member, except that within 30 (thirty) days of the happening of any of these events, all remaining members of the LLC may vote to continue the legal existence of the LLC, in which case the LLC shall not dissolve;

(b) the expiration of the term of existence of the LLC if such term is specified in the Articles of Organization, Certificate of Formation or a similar organizational document, or this operating agreement;

(c) the written agreement of all members to dissolve the LLC;

(d) entry of a decree of dissolution of the LLC under state law.


Asked on 9/13/11, 5:22 pm

2 Answers from Attorneys
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

It might, depending on the language of the rest of the operating agreement. However, if you didn't take the steps to officially dissolve the company, it still exists. Contact a local bussines attorney ASAP. You should not try and defend it yourself.

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Answered on 9/13/11, 5:44 pm
Glen Ashman Ashman Law Office also dba Glen Ashman Attorney

You need a very good lawyer. It was inappropriate for you to file a dissolution on your own. Without reading all the paperwork there is no way to begin to answer how big a problem you have. This is not a do it yourself project; indeed that is what got you in trouble already. Get counsel immediately as you face short timelines.

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Answered on 9/13/11, 6:16 pm


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