Legal Question in Business Law in Alabama

Re: LLC Agreement

By your comment, "an LLC was never filed" I am assuming that you mean the "articles of organization" were never filed. If this is the case, then your business never attained the statutory "limited liability" that would have been available for the business -- in other words, if you and your "partners" have conducted business together since July 2006, you may, and I repeat "may" since I don't have your documents in front of me,

but worst case situation, you have done business as a general partnership, full personal liability for your own, your partner's actions and those of the business itself. Not a desirable result!!!

You should seek legal counsel on this matter, particularly if you had the aid or believed you did, of an attorney back in July 2006. Was this simply an LLC that you and your partners perhaps got off the internet and attempted to do the "lawyering" yourselves??

Anyway, back to your basic Q, yes, you do still need to "dissolve" and terminate that business and your continuing personal liability and this needs to be done with the aid of competent legal counsel. Gook luck. Chip

PS, as an afterthought, are you asking if the agreement that you all signed, when you ask, "is it still binding", is that partnership agreement still binding. As a general rule, YES, as between you and your partners, but, and a MAJOR BUT, that agreement would most likely NOT protect you or limit your exposure and risks as far as third parties are concerned -- that is, that agreement if the LLC was never formally organized by a proper recordation, will NOT give you limited liability, but instead you will have unlimited liability as a general partner as far as the rest of the world is concerned. Get that thing properly terminated and run the termination ad in the local paper to get the applicable 2-year statute of limitations to start running on this situation!!