Legal Question in Business Law in New Jersey

LLC Partnership Problem

I have been in a Partnership with another person for about 2.5 years. We originally agreed to 50% ownership and division of responsibilities. The company is profitable. We never signed any formal partnership agreements beyond the original Articles of Incorporation. My partner has handled all of the corporate finances. I no longer want to be partnered with this person and am willing to give him the company. He has told me that I am personally responsible for loans that he has made to the company - they are substantial - from other companies he owns. He has always claimed that he moves money in and out of the company for tax reasons. What are my options to sever this relationship? Am I liable for money that he claims to have loaned to the LLC? Any other suggestions? Thanks -- Dave


Asked on 8/30/07, 4:32 pm

3 Answers from Attorneys

Robert Davies The Davies Law Firm, P.A.

Re: LLC Partnership Problem

You are desperately in need of a lawyer to advise you, and to help put an end to this nonsense.

Loans to and from OTHER companies which he owns? move money for TAX reasons?

why did you put up with that nonsense for two and a half years?

I understand your need to get out of this mess. You need to investigate to find out how big the mess is. Has he failed to pay taxes, so that the IRS and the State of New Jersey are going to force you to pay? You have no idea.

Are you going to find out that he fooled with the finances only when you are served a lawsuit that claims that you and he are partners and you owe for money he owes?

You really, truly and immediately need to sit down with an attorney; be prepared to spend some time, and bring every document that you have which is related to this business and this 'partner'.

If you are really lucky, he has just and only stolen money from YOU, and not created further messes.

Please be careful.

Please call my office if I can assist you. You can then decide how you would like to proceed.

My contact information can be obtained from the links below, just click on the Attorney Profile link. Let my secretary know you found me through LawGuru.

Disclaimer: Your question and any response does NOT create an attorney-client relationship between you and this law firm. You can not rely on the statements made by an attorney given over the internet. The exact facts of your situation, including facts which you have not mentioned in your question, may completely change the result for your situation.

P.S. I note that you are from my old home town, Franklin Lakes (I have not lived there in 30 years). I would be happy to assist you.

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Answered on 8/30/07, 6:14 pm
Bernard J. Berkowitz Berkowitz & Raiken

Re: LLC Partnership Problem

If the LLC was properly formed with the State, you should not have any personal liability except for anything you signed personally. You should get copies of any documents your partner says indicates any loans. If you do not want anything back from the partnership you can just resign. You should take all of this to an attorney to have him type up the resignation and any other documents you might need. Please call for an appointment if you want any further help.

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Answered on 8/31/07, 10:22 am
Barry Kozyra Kozyra & Hartz, LLC

Re: LLC Partnership Problem

It sounds as if you may have been set up to absorb losses from your partner's wheeling and dealing using loans, etc. You may have exposure if he folds the company and loans are not repaid. It depends on what was signed by the two of you.

See a lawyer at once to try and straighten out the mess.

Our contact information is below.

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Answered on 8/31/07, 11:20 am


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