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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 53986
Experience:  32 years of experience practicing law and a businessman.
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How can I get out of LLC with my Ex Husband

Customer Question

How can I get out of LLC with my Ex Husband
Submitted: 1 year ago.
Category: Business Law
Expert:  Richard replied 1 year ago.

Hi. My name is ***** ***** I look forward to helping you.

Can you provide me a bit more information? Was this addressed at all in your divorce settlement? Does the LLC operating agreement have any provisions regarding this? If not, is there any agreement between the two of you or his he not willing to resolve this amicably?

Customer: replied 1 year ago.
He is running the business in the ground and will not listen . Our trucks are worn out and he just keeps putting money into them .I bought 2 new trucks and he is telling me i can not bring them on the property that I own half .DOT numbers are bad because the way he runs the drivers. Our Insurance is about to drop us. List just goes on and on
Expert:  Richard replied 1 year ago.

Thanks for your quick reply. In what state are you located?

Customer: replied 1 year ago.
Can not talk tonight but can tomorrow night
Customer: replied 1 year ago.
Tennessee
Expert:  Richard replied 1 year ago.

Thanks for your reply. If your ex-H won't agree to voluntarily dissolve the LLC, divide the LLC, purchase your interest, or sell you his interest on terms agreeable to you, then you can force a dissolution of the LLC to disencumber yourself from him.

Specifically, the applicable provisions of the Tennessee LLC Act provide as follows:

48-249-616. Judicial intervention.

A court may grant any equitable relief it considers just and reasonable under the circumstances, may dissolve an LLC or may direct that the dissolved LLC be merged into another or new LLC or other entity, or otherwise be terminated, on the terms and conditions the court deems equitable.

8-249-617. Judicial dissolution and termination.

(a) Judicial decree. On application by the attorney general and reporter, or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the LLC documents.

(b) Effectiveness of dissolution. The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve as a notice of dissolution.

(c) Effectiveness of termination. The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the secretary of state and shall serve and have the same effect as articles of termination.

48-249-618. Procedure for judicial dissolution and termination.

(a) Venue. Venue for a proceeding by the attorney general and reporter to dissolve, wind up and terminate an LLC lies in Davidson County. Venue for a proceeding brought by any other person lies in the county where the LLC's principal executive office is or was last located.

(b) Members not necessary parties. It is not necessary to make members parties to a proceeding to dissolve, wind up and terminate the existence of an LLC, unless relief is sought against them individually.

(c) Remedies. A court, in a proceeding brought to dissolve, wind up and terminate an LLC, may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, as provided in § 48-249-619, take other action required to preserve the LLC's assets, wherever located, and carry on the business of the LLC until a full hearing can be held.

(d) Bond. In a proceeding for dissolution, winding up and termination of the existence of an LLC by a member, the petitioner shall execute and file a bond in the proceeding, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.

48-249-619. Receivership or custodianship.

(a) Judicial appointment. A court having equity jurisdiction in a judicial proceeding brought to dissolve, wind up and terminate the existence of an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property, wherever located.

(b) Eligibility. The court may appoint an individual or a domestic or foreign entity, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) Powers and Duties. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) A receiver may:

(A) Dispose of all or any part of the assets of the LLC, wherever located, at a public or private sale, if authorized by the court; and

(B) Sue and defend in the receiver's own name, as receiver of the LLC, in all courts of this state; and

(2) A custodian may exercise all of the powers of the LLC, through or in place of its members, board of directors, managers, or officers, as applicable, to the extent necessary to manage the affairs of the LLC in the best interests of its members, holders and creditors.

(d) Combined functions. The court, during a receivership, may redesignate the receiver a custodian, and, during a custodianship, may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members, holders and creditors.

(e) Compensation. The court, from time to time during the receivership or custodianship, may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.

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