You are Here
Search
Dissolving Delaware LLC with no Vote/paperwork and no Operating Agreement
by Aoitsuki, Window Shopper
- Created: December 22, 2012, 12:42 pm
I started a Delaware LLC with a coworker and later found out he was a
criminal. There was a "partnership agreement" but not sure if that is a valid
operating agreement, and it doesn't specify the ability to withdraw or how to
do so, it does say what happens at the withdrawal of a partner though.
No business was ever conducted using the company besides paying fees for the
formation and licenses, there never were any customers, no profit was ever
made.
The other party went on to use the LLC to apply for other licenses and maybe
even accounts on his own, without my knowledge or consent. He agreed to
dissolve verbally but later changed his mind when asked to sign paperwork to
dissolve or allow me to withdraw, he refused to sign any documents.
I'm trying to dissolve or completely sever ties with the LLC. But, from my
interpretation of the Delaware LLC statute, in the event there is no specific
section in the operating agreement allowing withdraw, you can't. And if there
isn't a valid operating agreement, the interest is split 50/50, and you need
2/3 votes to dissolve.
I am really out of ideas on what to do to legally end this nightmare, any
suggestions would be greatly appreciated.
SBA Community

BizResearcher | Window Shopper | 1/1/2013 - 12:47 am
business through the LLC, you could be at risk for his decisions.
In some states, you can do an on-line search to find out how the most recent
annual report was filed. I assume your former partner is completing the
report, not you. The annual report lists the managers of the LLC. It is
possible that your name is no longer being listed as a member. That would
help you, but it doesn't get you out of the partnership. An atorney can help
with that.
JGabriel | Community Moderator | 12/24/2012 - 11:32 am
Join The Discussion
You must be logged in to join the discussion. If you already have an SBA Community account, Log In to join the discussion.
New users, Register for a new account and join the conversation today!