Legal Question in Business Law in Nevada

Re: Resigned from LLC, need financial and legal protection

You will need to look at the written Operating Agreement for the LLC to determine whether there is any special method or notice that you have to give when resigning. Further, if you want to surrender your interest, make sure that there are no special requirements nor that you have obligated yourself in any way to pay any debts or liabilities of the LLC. Further, you should make sure that you are not liable for any payroll or other taxes and not a person with check signing/writing authority.

You may want to have an attorney make the contacts for you to show your co-members that you are serious and have proper representation to get you out.

Re: Resigned from LLC, need financial and legal protection

You have potentially three categories of problems to consider: (1) protecting/getting back your investment (if any) in the LLC; (2) liability to the LLC for withdrawing contrary to the terms of your agreement with it (if any); and (3) personal liability for the LLC's conduct and debts.

In California, a member of an LLC may withdraw at any time by giving notice to the other members. Therefore, giving notice to the secretary/treasurer alone may be insufficient. Upon withdrawal, you still have your economic interest in the LLC. If your withdrawal is in violation of the LLC's operating agreement, the LLC may have a cause of action against you for damages, which it can offset against your economic interest in the LLC.

These are default rules and can be modified by the LLC's articles of organization and/or operating agreement.

The foregoing is based upon California law. From the information given, I cannot determine whether California or Nevada law would control any dispute nor can I advise you on Nevada law, which may differ.

You need to get copies of the articles of organization and the operating agreement. The articles should be on file with the Nevada secretary of state. As a member, you should have signed the operating agreement in order to be bound by it and become a member. Do you recall that? Why didn't you get a copy? It's remotely possible that the operating agreement was oral rather than written; this is legally permissible but very bad business practice.

Personal liability for the LLC's debts and acts is possible if it is improperly formed and/or you participate in certain activities such as handling its funds without paying withholding tax collected for the IRS.

You should probably have at least an initial consultation with a business attorney for peace of mind and defensively against potential problems, as well as recovery of your investment.