Do I really need a lawyer to form/withdraw from an LLC?
by criveraf, Performer
- Created: May 5, 2009, 3:42 pm
- Updated: November 5, 2012, 12:03 pm
I'm going to ask the main question first, because what I'm looking for is the most basic, general answer, not specific to my case. Then I will tell the story. I will appreciate to anyone responding to my post to answer this first question as is, without considering my case, and then add whatever you would think, or know, has to happen, if my case makes any difference to the generic question. The only specific fact that I'm going to mention now is that this is Florida.
Question: Do I really need a lawyer to form an LLC (to do the paperwork, pay the fees, write and approve the Operating Agreement, send/fax/request EIN, Sales Tax number, licenses, etc)? And same question in the case of a withdrawal from an LLC, assuming it is a peaceful, all-agreed between the members, withdrawal? Do we really need to hire a lawyer to do the paperwork, pay fees, write documents of agreements, etc?
Ok, now my case, which I don't think will make any difference to the answer to the above question, but I want to hear from you anyway.
I'm currently a small business owner, incorporated under an LLC in Florida. This LLC is a partnership between two members (me and another person).
After almost two months of doing business, the business is doing fairly good, but we are having too many disagreements between us, so we decided that the best thing is for me to go. My partner agrees to keep the business, the name, the LLC, etc, and to pay me for my interests. So basically I am withdrawing (or resigning) from the LLC, but the LLC will keep doing business alsmost as usual. I will be forming another business later on on my own.
We are negotiating the pay-off of my interests in the company. But besides that, we are also negotiating other agreements, like removing my name as a guarantor of the store location lease, writing a statement of understanding, which will include a release of any future liability, claim, resposibilities, etc. from the business, amend the Operating Agreement to remove anything that mentions my name (roles, duties, responsibilities, etc.) and to make sure I cut all ties with the LLC.
We are agreeing on basically everything on my withdrawal, so basically this withdrawal is a peaceful, friendly one, and we want to do this as soon and as quick as possible.
The Operating Agreement does not say anything about member withdrawals, so I guess everything should be and will be done according to the laws.
So again, the question is the same. Do we really need the intervention of a lawyer to do the paperwork, write agreement documents, pay the fees, notify the state that I am withdrawing from the LLC, etc, etc, etc?
Or we can actually do all this ourselves without having to spend money in a lawyer (to have me withdraw, and then form my own LLC later on)?
And also, if we need to sign agreements between us, it is enough for us to sign them without the need of a lawyer to prepare the document(s)? Or perhaps if we just write the agreements and sign them with a notary stamp? Isn't that legally binding without the need of a lawyer to write, stamp, etc. the document?
What would we really need a lawyer for after all? Is there any special case that we would really really need one?
Any input is appreciated. Also, links to more information are welcomed.
Thanks in advanced.
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