Legal Question in Business Law in Tennessee

My 6 brothers and I have our family restaurant as an LLC in Tn. Two years ago,received and returned application for a business credit card.No real issues until I check my credit report recently and found the card listed as my personal credit card not a business card.This in turn raises my c card debt from around $5K to $25k and effectively reduced my limits on my actual cards to a couple hundred dollars above the balance.For example one card went from a limit of $28k to $2,800 & my investment in the LLC is considerably more than my brothers now.The business card said they changed this in October. Payments are current(always have been) & nothing has happened to precipitate this change.My question being, what protection if any do I have in the LLC & what options do I have to disassociate my personal credit from the business card.Thanks for your help.


Asked on 3/15/10, 7:20 pm

1 Answer from Attorneys

Caitlin Moon C2Law

Financial institutions typically require an individual to guarantee the debt when issuing a credit card to be used by a limited liability company - so based upon the facts you share, you either obtained the card individually or guaranteed repayment of the debt individually, which is why the debt is reflected in your individual credit report. You must discuss this situation with the institution (bank) that issued the credit card - the institution must agree to release you from individual obligation. This is the only way you can be released from this particular debt, because your contract (terms of issuing the credit) is with the financial institution.

The LLC structure generally limits you from personal liability for actions (including debts) of the LLC, but not if you personally guarantee the debt or if the debt is actually in your individual name. The key factor here is whether you are named individually as a guarantor - even if funds obtained on credit are used for LLC purposes, the debt incurred is your individual obligation if you personally guaranteed repayment of the debt.

If your investment in the LLC is greater than that of other members, you can propose that the operating agreement be amended to reflect this difference - your percentage of membership can be increased appropriately. Likewise, the agreement can specify that profits are paid to members based upon membership percentage, which would entitle you to a greater share of profits paid from the LLC's business - since you've invested more, you then get a greater share of profits.

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Answered on 3/21/10, 8:21 am


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