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lwpat, Attorney
Category: Business Law
Satisfied Customers: 25387
Experience:  Attorney with over 35 years of business experience.
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I am lesser partner (55/45) in an Alabama LLC real estate company.

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I am lesser partner (55/45) in an Alabama LLC real estate company. There is no operating agreement. The company has never made a profit and now each partner is holding huge loans which were used to support the operation proportionate to his share. I just can’t do it any more and am trying to avoid bankruptcy.

I want out. The partner does not want the business to end and wants to keep me around to pay 45% off the bills and free labor. I cannot afford to hire a lawyer and force to dissolve the LLC.

If the partner will not allow me to leave the LLC, can I simply inform him that I cannot do this any more and leave with 45% of the company debt minus assets? (I really don’t want a garage full of office equipment.) He has become so emotionally attached to the LLC that he just can’t see there is now no hope for recovery. Please, any help appreciated
Here is the statute

Unless the operating agreement states otherwise, a member can withdraw from the LLC at any time after giving 30 days' written notice to the other members. If a member's withdrawal is in violation of the operating agreement or is due to wrongful conduct by the member, that member can be held personally liable for any financial damages caused by the withdrawal from the LLC, including the cost of paying another person to perform services promised by the withdrawing member.


Here I strongly recommend a judicial dissolution or some type of agreement with the other member to allow you to withdraw.

Customer: replied 8 years ago.
We have talked to an attorney about the dissolution, but cannot even get an estimate of what that would cost. Now we are trying to determine if the dissolution would be more expensive than just walking. I think the company will fold in mere months anyway, and at nearly $7500.00 a month (split 45/55) I cannot afford to put another dollar towards it. Do you have any idea what the court costs could add up to for dissolution, and how long could it take in a best case situation? I think and agreement between us is out.
In this situation I would give my 30 days notice by certified mail and also notify the Secretary of State of your withdrawal as a member. I have no idea as to the cost since a lot depends on your partner and what he does. Here I would want a 10,000 retainer and my guess and it is only a guess is between that and 20,000.
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