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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24869
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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my business partners and i are in separation negotiations.

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my business partners and i are in separation negotiations. they sent me an offer after i had submitted my expenses, etc. total $15,xxx. they offered me $8,xxx and contested my personal expenses and a few paychecks. i cited the operating agreement which negated their contesting of the expenses and the paychecks. here's the catch... the company is currently in debt to our payroll company (which we outsource). when they sent me the first offer, they offered to take care of the debt themselves. the second offer they sent acknowledged my expenses and needed paychecks. but, now they are charging me for a portion of the company debt. i never signed anything with the payroll company as a cosigner for the company. can they do that? do you have any advice?
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What form is the business - a partnership or corporation?
Customer: replied 3 years ago.

Aloha Fred.

My partners and I were in a LLC

How are you taxed as a member of the LLC - member as
self-employed if the LLC is taxed as a sole proprietorship
or partnership, and as an employee if the LLC has
elected to be treated as a corporation?
Customer: replied 3 years ago.


Then you have no personaly liability for the payroll taxes.

IRS Revenue Ruling (2004-41) concerns limited liability companies (LLCs). In that ruling, the IRS members (owners) of an LLC are considered separate from the LLC in regards to
LLC members being held liable for LLC employment taxes and other debts and obligations.

So you have no personal liability.

I would contact them back and state that is unacceptable and you have no personal responsibility nor liability for the debts they are charging you and demand the $15k you originally submitted (for expenses, etc.).

It's all a matter of negotations, but you are entitled to your expenses and back pay.

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