Legal Question in Business Law in Colorado

I am in an LLC with my ex-wife in the state of Colorado. I have recently found that she is taking money from the company that I was not aware of. I do not have the money to go after her for that. However I do want out. We have a personal training company. We have both come to the agreement that we no longer want to work together. She gave me and outrageous proposal to buy her out of $67K. I want to go forward and dissolve the company. The only asset the company has is the equipment which I have the appraisal from the company we bought it from for $10K if we sold it on craigs list and 3800 if they bought it back from us. We have no other assets, but as I just found out from the state she has not been paying taxes either. There is no pending law suit as of now but we were going to open a gym at one point and had a lot of investors put money in. To make a long story short. She cheated with the main investor and the whole project fell through. They did sue her and him and he settled and they didn't come after her. That was only 3 parties. There are potentially more that could sue. I want out. I have given her a statement that I will pay her 5k for her half of the equipment (more than 1/2) and we will both have full access to our client base and they will choose to go in whatever direction they want. Our lease is over but the landlord will not rent to her, however he did tell me since I was the one that does all the work he would rent to me. If I stay in the same location and change my company name and give her 1/2 of the equipment since she is not in agreement with the money. I have already called the state and they said I would have to submit a statement of change online. Will that be sufficient? Or do you think that I need to get documentation that she does not want the space, so she cannot sue me down the line for staying there? Please advise. I just want to make sure I am doing everything correctly. Thank you so much for your help. Danny


Asked on 5/04/11, 11:13 am

1 Answer from Attorneys
Robert Murillo Pivotal Legal Ltd.

Unless you have an operating agreement that allows individual members to dissolve the company, you cannot just dissolve as you describe. Moreover, your idea of using the same location and, apparently, the same business also creates possible fiduciary liability. You could file an action in court for an involuntary dissolution as one possible strategy.

Your matter is complex and requires consultation with a business attorney. If you proceed as you describe you may create numerous legal issues that will cost much more than getting accurate advice now.

This answer is for informational purposes only and is not legal advice regarding your question. This answer does not establish an attorney-client relationship.

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Answered on 5/05/11, 7:27 am


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