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lwpat
lwpat, Attorney
Category: Business Law
Satisfied Customers: 25387
Experience:  Attorney with over 35 years of business experience.
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Formed an LLC last year with one other minority owner/partner.

Resolved Question:

Formed an LLC last year with one other minority owner/partner. I am the majority (75%) owner/partner & managing member and would like to dissolve the company b/o insufficient financing and lack of interest. My partner, however, is not willing to sign the necessary dissolution/cancellation form. Additionally, I had contributed 100% of the initial capital contribution ($20K) and paid 100% of the 2008 fees (LLC fee, CPA fee, etc.). Do I need his signature or how can I proceed with the dissolution?
Submitted: 7 years ago.
Category: Business Law
Expert:  lwpat replied 7 years ago.
You do not need his signature to proceed with a dissolution. Are there any assets?
Customer: replied 7 years ago.
The only assets are three prototypes we developed (3 pairs of shoes of a new shoe design) - we were unable to obtain a licensing agreement or any interest in the idea/product.
Customer: replied 7 years ago.
Not sure if you received my follow-up question - The only assets are the 3 prototypes developed (3 pairs of shoes of a new design).
Expert:  lwpat replied 7 years ago.
Since there are no assets then there can be no distribution to be concerned with.

17350. A limited liability company shall be dissolved and its
affairs shall be wound up upon the happening of the first to occur of
the following:
(a) At the time specified in the articles of organization, if any,
or upon the happening of the events, if any, specified in the
articles of organization or a written operating agreement.
(b) By the vote of a majority in interest of the members, or a
greater percentage of the voting interests of members as may be
specified in the articles of organization or a written operating
agreement.

Here since you are the majority you can simply vote to dissolve and file the certificate of dissolution with the Secretary of State.
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