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CalAttorney2, Attorney
Category: Business Law
Satisfied Customers: 10244
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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I was in business in an LLC consisting of 3 members , 2 left

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I was in business in an LLC consisting of 3 members , 2 left when bills got over $ 100 K , I am left paying for materials used in installations , labor , finance charges , advertising bills etc. There was not a 3 member meeting dissolving the company , and I have a resignation letter from 1 member stating his resignation was because now the co was in debt..........Hey , can they do this ?? The LLC is still solvent and operating , and I am the only 1 paying the bills .....What can do ?
Dear Customer,

I am sorry to learn of this unfortunate situation. The most important information will come from your LLC operating agreement. This will tell you what steps are necessary for a member to withdraw from the LLC (usually the member must take certain steps to sell or otherwise dispose of their shares in order to withdraw). If the member has not withdrawn, they are still liable for their share of the LLC obligations and entitled to their share of the assets or income (again, all under the terms of the operating agreement).

If you find that your co-owners are in violation of the operating agreement, you can take them to court to enforce the terms of the agreement (a breach of contract action and a declaratory relief action - these would be combined in the same suit but separate causes of action).

If you are a member and have been paying bills on behalf of the LLC for other members, you would be entitled to reimbursement from that member (again if they refuse to pay, you can file a court action).

To reiterate the first point, check the LLC operating agreement. If you do not have an operating agreement, there are "fall back" provisions for membership agreements in the state statutory code, these would require that each member sell their shares for the fair market value - you cannot simply "walk away" under the fall back provisions.

I hope this helps,
Best regards,

I hope that the above information is helpful, if you have any questions, please use the “Reply to Expert Link” and I will follow up promptly. Once you are satisfied with your answer, please rate my service by clicking on the “OK” “GOOD” or “EXCELLENT” buttons, if you believe my service is anything less than “OK” please stop and tell me what additional information or clarification you need to make your experience satisfactory.

Please keep in mind that this information cannot be construed as specific legal advice or instruction, I do not know everything that you know, and I cannot make a full legal analysis – furthermore, I am prohibited from practicing law through this forum. I do hope that by providing these legal principles that you will have a better understanding of the law and that you can apply this to your own situation.

If after reading the above information, you have any further questions, or if I missed or misunderstood what you were asking, please do ask and I will follow up promptly.

CalAttorney2 and 5 other Business Law Specialists are ready to help you
Customer: replied 4 years ago.

Thank you so much Bill , for your answer !! WOW , I do have operating agreement , and will go over with fine tooth comb to see what provisions are has been a heavy burden for me and my wife , and I have been informed by the State that both membesr are collecting Unemployment Insurance against the LLC 's UI account. I asked our bookkeeper who authorized their collecting , she did not , so I guess they must have signed themselves on !


Thank you for the kind rating, it is greatly appreciated. I wish you the best of luck with the resolution of this matter, it does sound somewhat daunting. If you have further questions regarding this type of issue, or any other legal matter, please do not hesitate to use our service in the future. You may post a question for any of our experts in general, or to me directly using the link:

Best regards, XXXXX XXXXX you,


Customer: replied 4 years ago.

Aloha Bill,

You have given me reason to be hopeful ! Since there are so many different types of Lawyers , and , as you can see , my case will be tricky , exactly what experience or title should I be looking for along with Business Lawyer, and any way they might handle on contingency if it looks winnable ?


Hi Thomas,

Look for an attorney with civil litigation experience, issues with LLC Governing Contract interpretation do not require an in depth expertise in business law, but your attorney should at least understand the basic terms and have handled one or more of these cases in the past two years. Understandably, the more business experience, the better, but there may be a premium for these services.

You should talk to any attorney before you hire them about their experience, their expectations for your case and the projected costs. Be honest with your attorney about what you are willing to spend on your case (even if there is an "attorney's fees clause" which entitles you to a return of your fees if you win, you will still be "fronting" the fees during litigation).

Most attorneys will not take on a case like this on a contingency basis, business law disputes are almost always billed on an hourly basis, but you may find an exception. Smaller firms and solo practitioners (as well as newer attorneys) generally charge less than more experienced attorneys and those working in large firms.

I hope this helps, best of luck.
CalAttorney2 and 5 other Business Law Specialists are ready to help you
Dear Thomas,

Thank you again for the kind rating, it is appreciated. I wish you the best with your matter. If you have further questions please do not hesitate to ask.

Best regards,