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Resigning Member's Liabilities to an LLC Florida

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  • Resigning Member's Liabilities to an LLC Florida

    I formed a LLC with one other individual for a real estate company in May 2005. We both were listed as 50% members on our Articles of Organization. As we entered into the LLC we agreed that I would receive $3,000 per month in "salary" in order for me to quit my full time job and she would be the primary monetary contributor and I would contribute money as I could, but most of my contribution would be sweat equity/services. As business declined I decided to go back to work so that I wouldn't have to continue to take money from the company. I resigned as a member giving her my 50% of the company and asking nothing in return for it. I did this because I didn't feel it was fair me to own 50% of the company and not contribute services. The company actually showed a small income in 2005 and I resigned in August of 2006.

    She is telling me that I am liable to her for half of her start-up contributions, half of the debts she put on her personal credit cards for the company and that I owe back half the "salary" or guaranteed payments that I drew as agreed. I have not taken anything from the company, she has kept all assets, market recognition, etc... The company is now doing better- not great, but better.

    There is no written operating agreement and it was never discussed how to return contributions to owners. Am I liable to her for her debts and to the company for the guaranteed payments? (Note: I do have an e-mail from her confirming to our CPA that the salary was an agreement between the two of us.)

    I am trying to do the right thing, but she continues to come back with thousands of dollars that I owe her about every two weeks. I want this resolved and don't want to be taken advantage of.

    Thanks to anyone who can offer guidance and advice.

  • #2
    The best advice anyone can give you is to hire a lawyer to protect your interests.
    The above answer, whatever it is, assumes that no legally binding and enforceable contract or CBA says otherwise. If it does, then the terms of the contract or CBA apply.


    • #3
      I have consulted with an attorney, the difficulty is that the amount of money in dispute is minimal ($20k to 30K) and so far I haven't been successful in getting someone to take the case - they say it isn't worth their fees for me to hire them. Although, I don't know that it would even go to litigation. It appears since she has a legal background (parrellegal in GA) she is attempting to manipulate the situation and take advantage of my lack of knowledge of the law. I'm hoping this thread will promote input from anyone who has had a similar experience or has more legal knowledge and maybe someone is kind enough to share...


      • #4
        I would like to see her try to hire an attorney and enforce that. Without a written contract it would all be conjecture. That's why you have written contracts, to spell out the details.


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