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Infolawyer, Attorney
Category: Business Law
Satisfied Customers: 57298
Experience:  Experienced lawyer
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I need some advice on an LLC. Here is the deal An LLC was

Resolved Question:

I need some advice on an LLC. Here is the deal: An LLC was formed in the beginning of last year that I was supposed to be a partner of. I never signed an operating agreement, nor did I sign any member shares, or have shares issued to me. The only thing I ever signed is form 2553 (election by a small business corportation to elect S status). Does this make me a partner?

The company since has ceased opertaion, yet taxes have not been filed for 2008. I had access to the bank account, and paid independent contractors and myself through the bank account.

According the the Florida department of state, the only person listed on the company is this other person who claims that I am a partner. I do not want to be a partner, and want to walk away.

Can I just walk away?

Submitted: 8 years ago.
Category: Business Law
Expert:  Infolawyer replied 8 years ago.
You can walk away since not listed as a member in the operating agreement.    
Customer: replied 8 years ago.
Are you sure?

The only reason that I ask is that he claims that he can sue me, and that he will tell the IRS to come after me.

Also, what did I sign by signing form 2553?

Expert:  Infolawyer replied 8 years ago.
You signed a tax filing designation but if you are not a member of the LLC you are at best an employee.   You dont have ownership interest by virtue of signing a tax form.
Infolawyer and 5 other Business Law Specialists are ready to help you
Customer: replied 8 years ago.
That's a relief. I will accept the answer.

So, to recap. He can't do anything to me? Can't he file a civil suit against me?

Expert:  Infolawyer replied 8 years ago.
Anyone can sue for anything but from what you mentioned it is an empty threat or a baseless case.    
Customer: replied 8 years ago.
Thanks. I gave you a bonus as well.
Expert:  Infolawyer replied 8 years ago.
Thank you!