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Good afternoon. It depends upon the existing operating agreement. If the existing operating agreement is silent regarding additional amounts needed, then before one party puts in any additional money, the owners need to agree on whether these funds will be treated as capital contributions or loans. If capital contributions, whether the ownership will change and/or the new contributions will be given any preference regarding priority of distributions. If loans, what rate of interest will they bear. If the parties cannot agree, then the one wanting to salvage things should force a dissolution to get the other non-paying party out of the LLC.
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If there is no operating agreement, the ownership interests under the Limited Liability Company Act are based upon capital account balances so that the ownership percentages change automatically as capital is contributed. But, before one party continues to take all the risk, the parties should come to a definitive agreement going forward.
Does the LLC have any value now if you were to liquidate all the assets and pay off all the LLC liabilities?
If all is sold (land and building) it may be able to pay off loan. The other owners are willing to put up the money needed to keep the business open but want me to borrow it from them (my share)(make a loan to me) . I do not like this option or their business plan going forward.
If you are not personally liable for the debt, and would get nothing from the dissolution, as long as the other party is willing to put up the additional money, then if it were me, I'd let them in hopes they can turn things around. The limited liability of the LLC would protect me from any personal liability. But, I would not agree to any personal liability by way of a loan...they can either put all the money up or buy your interest or dissolve the LLC, but they cannot force you to sign any loan or unilaterally cause you to be personally liable for anything they fund.
If you are worried about the loan liability, you would want to force the liquidation and dissolution of the LLC to pay off the loan. Otherwise, you are probably well served to continue to get the write offs, but refuse to sign anything creating any further personal liability. If they want to salvage things, it needs to be their risk. Otherwise, file a suit to dissolve and liquidate.
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