Legal Question in Business Law in Massachusetts

Hi,

I am resident agent of one LLC firm. Couple of days I got notice from attorney ( from Minnesota) for doing mutual agreement between his client( from Minnesota) and my LLC regarding closure of his client account due to fraudulent charge on their account. I was previous owner of this LLC then I decided to become resident agent/ care taker of this LLC due to work load since one year and this incident is after I resigned from my ownership in LLC . I wanted to know that still do I have to reply to this notice? Also, the time frame is not mentioned on the notice, so what time period I can reply back?. Please if you could help me to answer this question it would be really great. This is first time I am asking questions please let me know if I am missing anything.

Thanks


Asked on 1/27/16, 6:38 am

1 Answer from Attorneys

As the resident agent your obligation is to forward the letter and any additional documents sent to the LLC by the attorney to the Manager of the LLC. Hopefully you are not listed as a Manager of the LLC as it is currently registered with the Corporation bureau of the Secretary of State for the Commonwealth of Massachusetts. The Manager should respond to the letter or the Company;s attorney, Forward the demand letter and any documents enclosed with it to the Manager of the LLC.

There is generally no direct liability for being a member of an LLC, however if you acted as a Manager and violated the law such as committing fraud, you can be held personally liable. Absent Fraud, Gross negligence or an intentional tort, the Manager of a LLC or a Member of a LLC generally has no personal liability.

However do not ignore the letter and make sure you are not listed as a Manager.

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Answered on 1/27/16, 7:14 pm


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