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I have an LLC which I add another person as a partner. We…

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I have an LLC which...
I have an LLC which I add another person as a partner. We were not able to continue the therapy business that we started but we still own the building. My problem is now I want to continue the therapy clinic using the same company's name bec I don't want to strat all over again to have all the requirements that I have to go through like getting Medicare provider approval which took me months to do, getting into insurance network, plus change my sign, prescription etc. Can I just have her sign something that will legally say she is not responsible for any liability that will occur when I start my own business? We will still be owners of the building and share responsibility for any bills that we will have but not with the therapy part of the business which will be just myself.
Submitted: 8 years ago.Category: Legal
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Answered in 12 minutes by:
6/25/2010
Lawyer: Dwayne B., Attorney replied 8 years ago
Dwayne B.
Dwayne B., Attorney
Category: Legal
Satisfied Customers: 34,389
Experience: Began practicing law in 1992
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Was she issued shares of stock in the LLC?
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Customer reply replied 8 years ago
Yes ma'am. 50%
Lawyer: Dwayne B., Attorney replied 8 years ago
The best way to handle it is to obtain her shares of the LLC and to put in the minutes that as of a certain date she is no longer a member. That will shield her from any successful claims of liability.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
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Customer reply replied 8 years ago
How about the building that we bought and are still paying under the company's name? Can you make ma a contract if she wants one and how much do you charge?
Lawyer: Dwayne B., Attorney replied 8 years ago
We're not allowed to draw up legal documents, sorry. However, the best thing for you to do is probably for you to transfer 50% of the building to her in exchange for her shares of stock. That should be a fairly simple procedure and a local lawyer wouldn't charge much. Alternatively, you can buy the shares of stock and then she can use that same money to buy a share of the building. It gets to the same result but is a little "cleaner" in terms of paperwork.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
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Customer reply replied 8 years ago
We don't have any money at this company right now since we closed it but we still owe about 95,000 and we have it owner finance. I have no money to buy her share.
Lawyer: Dwayne B., Attorney replied 8 years ago
To be honest, you don't really have to have money. You can also do a swap out via promissory note and then each cancel the other's promissory note. All you are really doing is creating a paper trail so that no one says you don't act like a real corporation. It all washes out immediately because the amount you are selling the building to her for is the same amount you are paying for her shares.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
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Customer reply replied 8 years ago

She has another company that she is not using. Can we transfer our ownership and change it to a different name so I can assume the present clinic's name? Will that he easier than me to just apply for another company? What will be safer for me to do?

Lawyer: Dwayne B., Attorney replied 8 years ago
That is possible as well. Your real issue is that the corporation owns the building, so the corporation has to get something in exchange for transferring the ownership. The way I suggested is the best way to preserve the corporate "shield" for liability purposes.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Ask Your Own Legal Question
Customer reply replied 8 years ago
I am sorry I was to answer at once. I am just confused right now because I don't understand what you are trying to tell me. I don't know if share means how much part she owns the company. Therefore, I said 50%. What I really want to do is let her sign a contract that she will not be liable for anything that will happen business-wise with the clinic. She is just responsible for the liabilities or any liabilities there might be before the date that she is no longer liable. She will just be liable for the contiued payment of the building, insurance, taxes, and other payments needed to maintain the building. I am very sorry if I am confusing you. I don't know how to reason out or tell her why its so hard for her to sign a contract that she is not liable instead of me getting another LLC or her changing the name of the clinic and transfer her to her corporation.
Lawyer: Dwayne B., Attorney replied 8 years ago
The issue is that no matter the agreement between the two of you, as long as she owns part of the company a third party can still potentially hold her liable for any damages. You can have a "hold harmless" agreement, where you agree to repay any damages assessed against her, provide a defense, etc. but as long as she owns shares of the company if the corporate shield is ever penetrated then she could face liability.

Please continue to ask questions until the issue is clear in your mind. I am on and off the computer but want to be sure you understand all the possibilities.

Even after you click ACCEPT so I get credit you can continue to ask questions so if you think of others in a few days you can feel free to come back and ask.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Ask Your Own Legal Question
Customer reply replied 8 years ago
Is it favorable for me to change the name of the present LLC and transfer the ownership of the building that we still owe to her own corporation which she said she used before but is not active right now?
Lawyer: Dwayne B., Attorney replied 8 years ago
That works too.

Thank you for allowing me to assist you. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. Please remember that we can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Ask Your Own Legal Question
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