Legal Question in Business Law in New Jersey

I formed an LLC with a friend and no longer want to be part of it. I live in NJ and was told that I can simply resign as a member/officer and file an amendment with the state, but there was a large fee to do so. Is this something I can do myself?


Asked on 11/01/10, 6:10 am

4 Answers from Attorneys

John Corbett Corbett Law Firm LLC

Unless the Operating Agreement says otherwise, a member can resign from an LLC upon giving six month's notice in writing to the LLC at its registered address. See NJSA 42:2B-38. /p/ See also: http://info.corbettlaw.net/lawguru.htm

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Answered on 11/06/10, 7:24 am
Kevin B. Murphy Franchise Foundations, APC

The other attorney is right on point here. The key is a careful reading of the Operating Agreement to see if it varies the statute at all for members who resign. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Attorney

Franchise Foundations APC

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Answered on 11/06/10, 8:37 am
Robert Davies The Davies Law Firm, P.A.

The big problem is not resigning and getting out. The big problem is making sure that no one comes after you to pay the bills of the LLC. Call me if you want some assistance on this.

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Answered on 11/08/10, 8:39 am
Walter LeVine Walter D. LeVine, Esq.

I agree with the other authors, and caution you that if there are unpaid bills, taxes, etc., a mere resignation, even if done properly, might not relieve you of possible liabilities. More facts are needed on what the LLC did, what expenses and obligations were incurred, how they might have been signed for (personally or just LLC), etc.

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Answered on 11/10/10, 9:43 am


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