Texas  |  Business Law

Legal Question

Asked on: 7/11/06, 8:04 pm

Resignation of LLC Manager

I signed Form 409 Articles of Amendment adding my name as a manager to a single-member LLC in Texas. There is no operating agreement and no enforceable contract between us. Since then, I have tried to sever my relationship with the LLC and the member, but the member refuses to file with the secretary of state to remove my name as a manager. I also found out today that the original articles state that it is a member-managed LLC. Since I am receiving no cooperation and the member is being hostile and harassing me, is there unilateral action I can take that would completely sever my ties with the LLC and the single member? I resigned because the single member did not disclose important facts about the status of the company and I have reason to believe that the LLC has committed fradulent acts and is in debt, for which I had no part in and do not wish to be held personally responsible for. I was advised by the Sec. of State and a lawyer to file Form 403, Certificate of Correction to delete the provision that added me as a manager. They said that since I was listed as a manager, I had a right to do so. Any thoughts greatly greatly appreciated.

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