Legal Question in Business Law in California

Re: Dissolving an LLC

If this person does not volutarily resign from the LLC and give up his shares you will have to file a suit to dissolve the LLC in Court.

Re: Dissolving an LLC

I assume that you and the partner are on good terms and that no litigation is likely.

If so, there are two categories of things you need to do to dissolve the LLC.

The first is to prepare and file a certificate of dissolution with the Secretary of State on his Form LLC-3. I think this is available on line. Instructions for completing the LLC-3 accompany it.

The other category of things you need to handle is the wind-up of any business activities that the LLC engaged in, including paying all its bills and filing final tax returns. Obtain and read Secretary of State Form LLC 4/7, and fill it out and file it when appropriate.

The second part of your question relates to continuing the LLC with one fewer participant. This is also possible, as California now permits one-member LLCs. The conversion process would involve re-doing your organzational and operating agreements and re-filing with the Secretary of State. This process should probably be handled by an attorney unless you are quite sophisticated at drafting agreements and have consulted a self-help guide to the formation and operation of LLCs.

If the business has significant assets, liabilities or operations, or had employees, I strongly recommend using an attorney for the dissolution or conversion.

Re: Dissolving an LLC

just get him to resign from the LLC and give up his shares then you can do anything you want with it.