Legal Question in Business Law in New Jersey

articles of dissolution

i need info on dissolving a 50/50 partnership in an LLC to protect my assets in the co. i wish to remove myself from the LLC, leaving my partner/member to either end the LLC

and liquidate/split assesets or to transfer membership interests by selling it to her. i need to know all my rights and personal liabilties if any in this matter.need to know how to apraise the worth of the company( machinery,stock,materials) to find the true value of the company. do i need an attorney? i had invested personally 12,000.00 in the company at start-up 2 yrs. ago by purchasing equipment for operating the business.it was a 50/50 investment. we have a vehicle that was purchased by a third party that we have been making payments to (5 yr. loan). we are still paying on.no agreement was made in writing on this loan with my partners personal friend. need to know how that vehicle loan can be transfered to my partner. need to know how i don't lose any equity i had put into it so far.my partner doesn't and hasn't made herself available to do work- she has been leaving it to me to produce all the product we offer, and help her with whatever she's been doing (businesswise). the business has been operating on her property ,how do i protect myself.


Asked on 1/05/05, 11:46 am

4 Answers from Attorneys
Anthony Park Anthony S. Park, PLLC

Re: articles of dissolution

Did you execute a Buy-Sell agreement? Are terms of withdrawal covered in your Operating agreement? If not, you will have to negotiate the terms of your withdrawal with your partner from scratch.

You may contact my office at [email protected] for a consultation.

Anthony S. Park

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Answered on 1/05/05, 12:01 pm
Glenn Reiser LoFaro & Reiser, LLP

Re: articles of dissolution

To formally desolve a business requires filing of certain forms with the New Jersey Secretary of State and the New Jersey Department of Treasury. As for an appraisal you would be wise to use an appraising service. Alan Atkins is regarded as one of the best liquidator appraisers in the North New Jersey area. His company name is Alan Atkins & Co. If there are creditors of the LLC then the dissolution would have to provide for a means of distributing money to creditors, presuming of course that your equipment can be sold and other debts paid such as rent to the landlord, secured creditors, etc. You should also review your operating agreement - most standard operating agreements set forth the procedure for dissolution. The New Jersey Limited Liability Company Act also sets forth the requirements for dissolution. My firm does handle these matters. You can contact us through our web sites www.njlawconnect.com or www.new-jerseylawyers.com.

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Answered on 1/05/05, 12:35 pm
Michael Carroll Michael D. Carroll, L.L.C.

Re: articles of dissolution

It may depend on whether you have an operating agreement or a buy/sell agreement. You and the other members will have to negotiate what happens to the debts and the property of the LLC. Additionally, documents need to be filed with the state for a formal dissolution.

You should talk to an attorney who can review your documents.

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Answered on 1/05/05, 2:40 pm
Ronald Cappuccio Ronald J. Cappuccio, J.D., LL.M.(Tax)

Re: articles of dissolution

You should immediately contact a business and tax lawyer! Your rights are determined by the language of the Operating Agreement and other documents signed when forming the LLC. Also, even though you may dissolve the LLC, if you have signed notes and guarantees, you will still be personally liable.

In addition to the legal issues, termination of the LLC treated as a partnership for tax puposes will be a taxable event. You may have to recognize gain. This entire process should be analyzed by a business/tax lawyer to design a plan for the best way out of this mess!

See my website for more information on LLC's:

http://www.taxesq.com/

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Answered on 1/06/05, 9:50 pm


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