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Richard, Attorney
Category: Business Law
Satisfied Customers: 55594
Experience:  32 years of experience practicing law and a businessman.
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Im currently in a situation where I have formed an LLC with

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I'm currently in a situation where I have formed an LLC with another partner. We do not have a partnership agreement, and i'm wanting to figure out our options to dissolve. Currently, I have put all the money into the business, she has contributed a concept and engaged in some creative work. How would we divide assets such as: website url, trademark, design patent on product we are selling we can go our separate ways? Any ideas?

Good afternoon. Section 17351 of Charpter 8, the California Limited Liability Company Act deal specifically with your situation. If you can't agree on an operating agreement and you cannot agree on the dissolution of the LLC, this provision provides for a judicial dissolution where the matter is decided by a court. In that situation the court will decide what a reasonable dissolution and disposition of the LLC assets is and rule accordingly. The court will deal with all issues, including the right to compete. So, you guys really have two either agree or to let the court decide.



I hope this has given you the guidance you were seeking. I wish you the best of luck!


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The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.


Customer: replied 6 years ago.
Thank you, XXXXX XXXXX I understand, one more question - because we do not have an operating agreement in place, am I able to sell the assets and rights to another company that i own?
You're welcome. Not without the consent of the other member.
Richard and 4 other Business Law Specialists are ready to help you
Customer: replied 6 years ago.
another question, once i receive the product, would i be able to sell the product to my distribution company? Can I set up an exclusive to distribute the product in the US? or would this look like an unethical practice or unclean hands? i'm trying to figure out how to manage this situation when the person is non responsive. i really just want to get my 15k back.

If you cannot agree, the judge will determine an equitable distribution of the LLC assets. In all likelihood, the judge would rule that you both had ownership of the rights to product and can each pursue a business using the product on your own without limits on competing against each other. You are likely to force your other owner to come to an agreement on all this just by filing your claim for judicial dissolution.
Richard and 4 other Business Law Specialists are ready to help you