Legal Question in Business Law in California

I have a 50% ownership in an LLC, underwear apparel company - and we are headed towards dissolution (terrible situation). My girlfriend has designed some amazing apparel items and wants to start her own company. Is their a breach of any Fidiciary duty on my part just by knowing about it? I'm being paranoid, but I thought I'd ask.


Asked on 2/28/12, 4:56 pm

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Having knowledge is not, in and of itself, a breach of fiduciary duty. Breaches of fiduciary duty might be involved in how you obtained certain information, or, more possibly, what you do with it. Without more details, I'd think you have committed no wrongs.

My suggestion would be to progress the dissolution while still on friendly terms. This can be easy to very complex, depending upon the size and scope of the LLC's operations. Some details can be found in the Corporations Code, in sections 17350 to 17357. Note also the forms and instructions on the Secretary of State's Web site, Forms LLC-3, LLC-4/7 and LLC-4/8.

All this stuff is available on line.

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Answered on 2/28/12, 5:42 pm


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