Legal Question in Business Law in Texas

Dissolving of an LLC.

My buisness partner of 15 years and I are dissolving our LLC due to irreconcilable differences. I am considering keeping the name of the business, and would like to know if I would have to apply for a new LLC and a new EIN with just my name, and would it be feasible going this route or are the fees going to be the same if I were to start up with a different name.


Asked on 11/05/12, 4:18 pm

1 Answer from Attorneys
EDWARD KAZALEH KAZALEH & ASSOCIATES, LLP

Unless there are potential liabilities (lawsuits later filed within the 2 or 4 years statute of limitation against the LLC) it would be much better for you to have a "seasoned" LLC with some history. That helps with your trade reputation (D&B) and potential credit. Also, be sure that you comply with the Texas Business Organizations Code that applies. If your LLC was organized in 1998 then it is different and much more flexible Code then what is out now. Seriously, you really might want to consider spending a few hundred Dollars and getting an Attorney to draft a stock/member share buyout agreement, then on your Comptroller's report & Secretary of State filings put a new shareholder listing in place.

I often tell people that dissolving or exiting a company can create much more potential liability than starting one. IF the original documents/agreements/Bylaws/Regulations were drafted competently by an Attorney they probably covered all of this and detailed the mechanism of dissolution... the documents I draft always do, Check!

Also, of you can't agree or problems arising, you may also want to sit down with a Mediator to reach a common agreement. If you need help later, email me!

Edward Kazaleh

Attorney Mediator Arbitrator

My personal email: [email protected]

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Answered on 11/05/12, 7:36 pm


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