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BartEsq
BartEsq, Researcher
Category: Business Law
Satisfied Customers: 1506
Experience:  Juris Doctor
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Resigning partner is responsible for ¼ of the LLC liabilities, we are calculating numbers

Resolved Question:

Resigning partner is responsible for ¼ of the LLC liabilities, we are calculating numbers for receivables that will be the property of LLC and we will offset future receivables that LLC collects after resigning partner departs against the debt owed.
Is this a true representation of Florida guidelines for an LLC with no operating agreement??
Submitted: 4 years ago.
Category: Business Law
Expert:  BartEsq replied 4 years ago.

bart0358 :

Hello, Im researching your answer now.

bart0358 :

Pursuant to Florida Statutes Section 608.432 (Transferability of member's interest), unless otherwise provided in the articles of organization or the regulations, a member's interest in a limited liability company is not assignable in whole or in part, unless a majority of the nonassigning members consent to the assignment. If the articles of organization are silent on the issue and the LLC has no operating agreement, then unless the other member agrees, you may not assign your interest. So as long as you are both OK with the numbers and method of resigning then there should be no problem.

bart0358 :

Let me know if you need anything else. Please contact me if you have any problems. You can request me directly or just put "to bart" at the beginning of your question. Please remember to click "ACCEPT" so I can get credit for my work. Bonus is not mandatory but appreciated.

Customer:

So how is FF&E along with open credit lines factored?

bart0358 :

There is no default rule in FL. When a partner wants out, all members need to agree on numbers and method. That is an internal business decison. Maybe even a tax and accounting issue.

Customer:

Thanks

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