Legal Question in Business Law in Delaware

Stuck in a DE LLC after lay-off?

My former company formed an LLC (I have a 10% interest) in order to acquire a group of less than 10 consultants, of which I was one. The Purpose is ''all authorized activities under the DE LLC Act.'' The CEO holds a .01% interest and is the Manager. ''The Company will be managed by the Mgr,'' and the Company ''shall exist in perpetuity unless terminated by the Mgr.'' The parent company paid us 25% of our 'salary' from the parent account (and withheld taxes) and paid us 75% of our 'salary' in monthly 'deal payments,' checks written from the LLC account. The money for those checks was seemingly the only asset of the LLC. Every member of the group has been laid off (except the CEO/Mgr), and the LLC has not yet been dissolved. I have inquired as to the progress on the dissolution, and am not satisfied with the responses. The Operating Agreement is otherwise silent regarding dissolution or dissociation. I want out. Am I stuck, or can I get out? Not sure if Fisk Ventures or Seneca apply. Thanks.


Asked on 4/09/09, 4:46 pm

1 Answer from Attorneys
John Lee John D. Lee and Associates, LLC

Re: Stuck in a DE LLC after lay-off?

If the agreement is truly silent on dissolution, how much money are you wiling to spend on a lawsuit and attorney fees to get a judge to dissolve the LLC under Delaware law? This answer does not constitute legal advice because you are not as yet my client.

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Answered on 4/09/09, 6:47 pm


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