Legal Question in Business Law in Georgia

debts of llc and other member lack of cooperation

How do I expel other member of LLC? We never signed our ''draft'' of downloaded ''Manager-managed'' llc with me as manager. I loaned llc money for ''build up'' and construction on leased property (have unsigned promissory notes, 3 balloon payments-due Jan, Feb & Mar '06)Needed money for start up & operating expense - we used my personal credit cards for everything Other member would never deliver doc's to bank for business loan (tax returns, OR bank statements). Now have payroll taxes due by end of month - also sizeable ''refund'' - most of assets are in value of real estate - LLC exercised option to purchase and value greatly increased - other member had agreed to pay 1/2 all expenses as due, then didn't. I was forced to personally guarantee and pay everything (monthly basis).Can I ''demand'' balances on credit cards? How can I pay payroll taxes and be protected? I don't want to continue in business with other member. I do want to continue business at least long enough to satisfy all debt and obligations - if it makes any difference, other member has ''expensed'' and been repaid every cent and received capital distributions (when there was no profit and her expenses were even paid on my credit card).Need help fast-pouring more in daily.


Asked on 10/14/05, 5:03 am

2 Answers from Attorneys
Charles W. Field Charles W. Field, Attorney at Law

Re: debts of llc and other member lack of cooperation

Your LLC documents will probably dictate the course of the dissolution. However, it is impossible to give you reliable advice without reviewing those documents. You should consult with a local attorney. If you are in my area, please feel free to give me a call.

Read more
Answered on 10/17/05, 5:24 pm
Kendall Carter The Law Offices of Kendall W. Carter, LLC

Re: debts of llc and other member lack of cooperation

Your question sort of poses a number of issues in a big tangled ball, but I suspect the short answer to your question is that you can dissolve this business relationship using the right mechanisms. Is your company registered as an LLC with the State of Georgia? Are there any Membership articles other than the ones you mentioned that were unsigned? If those articles you downloaded are worth anything, they should have a section that provides a procedure for dissolution. If they have such a procedure, get your business partner to sign them and proceed that way. If that way is not feasible, there are default mechanisms for dissolution built into GA law governing LLCs. In that event, please contact me by email and we can discuss an attorney-client relationship going forward. [email protected]

Read more
Answered on 10/14/05, 9:58 am


Related Questions & Answers

More Business Law questions and answers in Georgia