Legal Question in Business Law in New York

Re: One partner leaving LLC

If there are no assets, apply to the Dept of Corps to dissolve the LLC and close the business.

On the other hand if you wish to keep the business running, then you would need to adopt new Articles of Organization and an operating agreement before the other person leaves the LLC.

Re: One partner leaving LLC

What documents did you create & sign to make it a 2 person LLC? Are the members listed in the Articles? Did you sign an operating agreement?

Re: One partner leaving LLC

Assuming you two have not executed an Operating Agreement or any other contract that governs assignment of member interests, the departing member of your LLC would need to assign his interest to you to withdraw from the company as a member (and resign from any officer or management positions, if any). This would be a simple document to prepare and would not involve any filings with the state. You do not mention anything about the liabilities of the company -- this is something to consider, though, before you accept the other member's withdrawal. Depending on what your LLC did in the past, there may be tax issues involved too.

The above reply is in the nature of general information, is not legal advice and does not create an attorney-client relationship.