Legal Question in Business Law in New York

It depends on whether or not the entity is to be continued or not. If it is to be continued by remaining original partner, departing partner merely needs to resign and assign his interest to the remaining partner. If it is to be terminated, any filing must be formally dissolved.

Since this is an LLC, you are both members. The member who wishes to withdraw needs to surrender his interest to the remaining member and resign his managing positions (if any) in a formal written document. In addition, I would have both members and the LLC release each other from any potential liabilities and claims.

I agree with my colleagues that an LLC needs to be treated formally and the resignation needs to be formally handled in writing; they have told you how to do that. I caution you, though, that if you let this spill over to 2013, you will incur tax ramifications in 2013.

All members of this LLC should discuss the situation with the LLC's accountant and with their own tax advisors.

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