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LLC Partnership dissolution agreement question

Customer Question
LLC Partnership dissolution agreement question
Submitted: 2 years ago.Category: Business Law
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Answered in 1 minute by:
6/12/2015
Business Lawyer: RGMacEsq, Attorney replied 2 years ago
RGMacEsq
RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 17,276
Experience: Licensed Texas General Practice Attorney
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Customer reply replied 2 years ago
In regards ***** ***** llc partership... if we want 1 partner to not be in the partnership, do we need to pay her back the initial investment capital? eventhough there's no profit?
Customer reply replied 2 years ago
you there? is this like chat?
Business Lawyer: RGMacEsq, Attorney replied 2 years ago
A dissolution is just that: dissolving the partnership. It's not a method to take only one partner out of the LLC and the LLC still survive. Now IF the LLC dissolves, and there's not a member agreement that says otherwise, anything left would be distributed to partners based on their final capital account balances after adjusting for all profits and losses. So it's not necessarily true that she gets back "everything" that she contributed, because after losses are taken into account, it might be less.
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Business Lawyer: RGMacEsq, Attorney replied 2 years ago
Yes I am. I can only type so fast.
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Customer reply replied 2 years ago
lol.
Business Lawyer: RGMacEsq, Attorney replied 2 years ago
Now if the LLC survives, then it's entirely what you can agree upon for her to exit. That ultimately would be up to her as it would require her voluntary assent (absent a provision in an LLC member agreement that governs forced exits of members).
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Customer reply replied 2 years ago
the business started 3 months ago, & we are in debt. but, her partnership has contributed only capital thus far. we are in debt. so, are we obligated to pay back her initial investment if we dissolve partnership tomorrow?
Business Lawyer: RGMacEsq, Attorney replied 2 years ago
No. See what I said above. The capital account balances will need to be adjusted for losses (meaning that the debts incurred since she joined will be apportioned in proportion to the percentage ownership of each member). After that adjustment, what is left would need to be paid to her.
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Customer reply replied 2 years ago
ok. whats the best way of resolving this? closing or dissolving the llc itself?
Business Lawyer: RGMacEsq, Attorney replied 2 years ago
That's the same thing.
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Business Lawyer: RGMacEsq, Attorney replied 2 years ago
The legal term is dissolving. The everyday term is "closing".
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Business Lawyer: RGMacEsq, Attorney replied 2 years ago
Did you have any other questions before you rate this answer?
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Business Lawyer: RGMacEsq, Attorney replied 2 years ago
Hello?
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