But he/they will have to pay off line of credit - she does have the loan in her name.
OK, since you don't have an operating agreement
or even a partnership agreement as to winding up the affairs and dissolving the LLC - then the VA statutes apply.
Virginia’s LLC Act allows for an alternative method to voluntarily dissolve an LLC: unanimous written consent of the LLC members.
Virginia’s LLC Act provides minimal information about tasks included in winding up, and focuses mainly on two matters:
- paying and discharging, or making reasonably adequate provision to pay and discharge, all of the LLC’s debts, liabilities, and obligations; and
- distributing all remaining LLC property and assets to LLC members.
You are required to distribute LLC assets in a particular order. You first must pay creditors, including LLC members who are creditors, to the extent permitted by law. Note that it is particularly important that you pay all outstanding taxes. Then, unless your formational documents provide otherwise, you must make any required “interim” distributions to current and former LLC members. (For example, a distribution might be due to a member because he or she previously withdrew from the LLC). Finally, if any assets remain, and unless your operating agreement provides otherwise, you should (a) return to members any contributions they made to the LLC; and then (b) make distributions to members in the proportions in which they share in distributions.
One other key task is giving notice to creditors and other claimants of your LLC's dissolution. Giving notice is optional. However, doing so will help limit your liability and also allow you to more safely make final distributions to members.
Under Virginia law, one way to give notice is by sending a written document directly to known claimants after the effective date of dissolution. Proper written notice must:
- provide a reasonable description of the claim that the claimant may be entitled to assert
- state whether the claim is admitted, or not admitted, and if admitted (a) the amount that is admitted, which may be as of a given date, and (b) any interest obligation if fixed by an instrument of indebtedness
- provide a mailing address where a claim may be sent
- state a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited liability company; and
- state that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.
You also may give notice to other (unknown) claimants by publishing in a newspaper. As with sending direct notice to individual claimants, there are specific rules for giving notice through publication. Generally speaking, claimants have three years after the date of newspaper publication to bring a claim.
As stated above, "any assets should be returned to members who made the contribution". Therefore you get the Amazon account because it was yours before the formation of the LLC.
If he doesn't agree to such inform him that - that is what a court would order under the circumstances. That it would be a needless waste of time, monies and effort to litigate something which the court would clearly end up ordering resultantly.
That is your leverage - the VA LLC Act.
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