Legal Question in Business Law in Georgia

I have 10% interest in a GA. LLC. The other partner has 90%. My involvement was to handle the administrative functions (payroll, pay bills, invoices,etc.) Things have continually (going on 21 months) gotten worse about how HE handles the money. Does not want to pay any bills, has requested I ask for refunds on insurance payments I made (Gen Lib / Workers Comp / Auto Ins) because he says he needs the money for other things. Has overdrawn the bank accts so, that they have closed them. I open one up with just my name and now he has access (refused to make deposit unless his name was there) Now its <$2100> Overdrawn. The last two checks we received, he cashed and said he paid vendors, sublet labor and others, but the sublet labor is calling stating that they have not been paid. I have reiterated several times that we need to have a CPA to close out the year ending acct for tax purpose, but he says later we can not afford it now. I could go on and on, but I think you understand.

My question, Can I complete a "certificate of transfer" that we received in our LLC paperwork when I set the LLC with Legal Zoom, and transfer my 10% to him ?

I have written a letter and email stating that I will NO longer work under these conditions.


Asked on 2/28/11, 4:19 pm

3 Answers from Attorneys
Scott Riddle Law Office of Scott B. Riddle, LLC

Get a lawyer - not more forms from the internet that you do not understand and likely won't accomplish what you want to do. In addition, competent lawyers won't give you advice on forms they have not seen, and without knowing what other forms/documents are relevant. You might have bigger problems from the way both of you ran the business. While normally an individual is not liable for company debts, bouncing checks, overdrawing accounts, and similar conduct can lead to personal liability. Trying to transfer your 10% now won't likely change that possibility.

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Answered on 2/28/11, 4:31 pm
Glen Ashman Ashman Law Office also dba Glen Ashman Attorney

You already made one huige mistake in using Legal Zoom and not a lawyer. The few dollars that you saved then will be lost a many times over on litigation and lawyers now.

You now need a very good corporate lawyer. Likely you could have liability for some of the bad checks, taxes, etc, and it would be extremely foolish to complete another online form at this point without a lawyer.

Get a very good lawyer ASAP and don't do anything until every document is reviewe.

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Answered on 2/28/11, 5:21 pm
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

Unless there is an agreement in place with your partner that forces him to purchase or otherwise take over your 10% interest, you cannot unilaterally transfer your interest to him without his consent. You would have the option of suing him and the company and asking for a judicial dissolution, but a smarter approach would probably just negotiate some kind of buy-out with him using a good business attorney.

If you would like to discuss any issues further, please feel free to contact my office. The link to my contact information is below. Thank you.

The foregoing is general information only, not specific legal advice. No attorney/client relation has been created or should be implied.

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Answered on 3/01/11, 10:47 am


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