Legal Question in Business Law in Colorado

If I am listed as a memeber of an LLC and I leave the company, can I be held financially liable if the business closes? Basically, do I need to remove myself as a member before I leave the company?


Asked on 2/24/10, 9:24 am

1 Answer from Attorneys

Robert Murillo Pivotal Legal Ltd.

There are a great number of issues that arise from your question and you do not provide enough facts to make sense of all of them. An LLC member is not personally liable for the LLC debts to third parties. This assumes that there is not a basis to pierce the LLC veil and hold each member liable. Therefore, whether you withdraw or not does not affect your liability for the LLC debts. Now, you may be liable for agreements you made with the members or your obligations to the LLC and those may not end just because you withdraw. Moreover, you could have an agreement that provides that you cannot withdraw.

Ultimately, the answer depends on what is going on now that leads you to withdraw, what your agreements are with other members, what your LLC agreement is (either written or oral), among other factors. If there are significant issues or possible claims involved in your matter I would very strongly recommend that you contact an attorney before you make a mistake.

DISCLAIMER�This answer is for informational purposes only and discusses general legal principles, trends, and considerations and is not intended as specific legal advice regarding your question. This answer does not establish an attorney-client relationship.

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Answered on 3/03/10, 8:28 am


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