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BizLawyerNate, Attorney
Category: Business Law
Satisfied Customers: 10686
Experience:  7 Years of Legal Experience Representing Small Business Owners
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I was in a role of adviser to the board of a small Texas LLC.

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I was in a role of adviser to the board of a small Texas LLC. I want to avoid any fiduciary role so that I am not liable if the company does not pay taxes etc etc.. I was on vacation and in my absence the chairman fired the CEO and announced that I would be the acting CEO without asking me. I guess they needed a stop gap CEO.

(1) As acting CEO what liabilities do I inherit. Am I still liable if I was given this role without my acceptance???

(2) What can I do to help them out but not be burdened by liability.
Thank you for your question.

You would still be liable for the things you mentioned unless you refused the appointment. The buck would stop with you and any other designated managers. What kinds of liabilities do they have outstanding?

Nathan Moore
BizLawyerNate and 2 other Business Law Specialists are ready to help you
Customer: replied 6 years ago.
Not many at this moment but they have a track record on being late on payroll and sometimes on taxes (but caught up now). Vendors are rarely paid on time (but that I know is not a personal liability). My concern is if they suddenly stop doing business and leave the playing field (the majority shareholder is an overseas company which is almost insolvent) then I may be left to defend any legal action that ex employees may bring if they name the management.. I know we will not be liable but defending on our dime and time is something I do not want to do..

If I have been appointed but not accepted in writing then I guess I am OK.. should I send Ina written refusal too??
Absolutely. Make it completely clear that you have no management responsibilities whatsoever. If there is a written document where you refuse, that would practically 100% guarantee you not getting named in any potential law suits down the road.