Legal Question in Business Law in California

Dissolving a calif llc

I AM 50 % PARTNER OF A CA LLC

I wish to dissolve the LLC as my

Partner no longer wishes to fund the

CO

He refuses to do anything dissolve

meet talk etc

I want to move on I found out that

he did NOT ever file a Statement of

Information

The Co is still in good standing

however because of no Statement of

Information being filed

Can I dissolve the LLC on my own

without his participation

He has clearly stated over and over in

emails to me THAT HE IS DONE


Asked on 8/01/08, 1:21 pm

2 Answers from Attorneys
James Obecian law office san diego

Re: Dissolving a calif llc

You must do an accounting and distribute the assests equally. If you cannont agree, the the court will do it. Contact me directly.

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Answered on 8/02/08, 7:12 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Dissolving a calif llc

I answered a somewhat later-posted version of this same question already. To summarize, terminating an LLC requires both a formal dissolution filing with the Secretary of State, acceptance of which is NOT a slam-dunk (read and follow the instructions carefully); and then a winding up of its affairs including liquidation of assets and payment, or arrangement for payment, of liabilities. A "dissolved" LLC continues to exist for winding-up and liquidation purposes, and during the winding up it can sue and be sued. Contact me for the applicable statutes if there is any doubt or question. Also see www.ss.ca.gov and go to forms under the business portal to view the forms and instructions. It isn't simple!

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Answered on 8/02/08, 2:12 am


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