Legal Question in Business Law in Pennsylvania
Leaving a LLC
When leaving an LLC with multiple shareholders, is one liable for their ''share'' of any debt?
I have submitted my resignation to the said company and have received a letter stating that before the termination of my employment I am to pay may ''share'' of the corporations indebtedness.
3 Answers from Attorneys
Re: Leaving a LLC
There are no "shareholders" in an LLC; each owner is a member. Payment of debt and leaving members are typically addressed in the LLC's operating agreement. Did your company ever prepare an operating agreement?
Re: Leaving a LLC
It is likely you are. What does your Shareholder agreement say? What did you agree to when becoming a shareholder? These are all questions you need to ask yourself. I or any attorney that post here would be happy to help you further for a fee.
Re: Leaving a LLC
You asked about resigning from an LLC and terminating membership.
LLCs are unique animals and are very much based on the operating agreement of the LLC. This document would set out specifically what your rights and obligations are regarding terminating.
As a rule, they would be hard-pressed to prevent you from leaving the employ of the LLC. But they may have the right to "call" your portion of any debt just as you could call your portion of profit or capital.
The membership has a value and if the LLC has a value then it is divided proportionally amongst the members.
You really need to speak with an attorney to set out your rights and responsibilities.
Please call to arrange an appointment if you would like.
Regards,
Roger
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