Legal Question in Business Law in Delaware

Leaving an LLC

My LLC was formed in Delaware with one partner. We trusted each other (naive I know) and were just getting around to writing our operating agreement, but have yet to finish.

I would like to leave the company. We have accrued no debt. The orginial idea was mine including the name of the product. My partner is not obligated to buy me out I know, but I want out and want something in consideration. However, I do not want shares which is what he is offering. Can I dissolve the company without him? Can I sure for intellectual properties rights even though the trademark is registered in the companies name? What are my options? Thanks!


Asked on 2/20/04, 11:40 am

2 Answers from Attorneys
richard feldman richard d. feldman

Re: Leaving an LLC

There are provisions for involutary dissolution.

However the ownership of the assets is more difficult.

call me at 516 410 4001 for a free consultation.

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Answered on 2/20/04, 1:07 pm
William Pinzler william M. Pinzler

Re: Leaving an LLC

You have asked several questions. Generally you cannot get out of the arrangement on your own, if you formed it with a partner and the other corporate niceties have been complied with. In addition, if the "intellectual property" is in the name of the LLC, generally it is owned by the LLC and not you, but again someone needs to look at that carefully and be sure.

Your question is too diffuse to be answered simply. You need to consult someone in person and go through your options.

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Answered on 2/20/04, 11:50 am


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