September 16, 2016

How Can I Resign From A LLC?

Myself and another person wanted to open a restaurant. We applied for an LLC and a Hotel and restaurant license. I had some trouble with financing and decide to step out. The other person is still in the process of opening the business. I need to know what to do as far getting my name off the LLC and rest. license so I am not liable for anything.

Answer

I think you’re going to need to see a Florida attorney who is familiar with small business issues in order to properly disassociate yourself from the LLC.

Dissolving the LLC entirely is simpler than removing yourself as a member. The process for removing a member depends on both state law and/or the contents of the LLC’s operating agreement.

Therefore, you’ll need an attorney–particularly if you signed documents related to applying for financing (loan applications, promissory notes, guarantees, etc.)

When choosing your attorney, you need to realize that attorneys specialize. You need an attorney who specializes in closely-held business matters.

Understand that merely being a member of an LLC will not make you liable for the debts of the LLC. In fact, that’s the main purpose of creating such an entity.

Therefore, supposing the other members go and borrow money for the restaurant, and it fails, the mere fact that you’re a member won’t make you liable on the loan.

In practice, when the LLC attempts to borrow money, the bank will want personal guarantees from all the members. When they ask for your guarantee and you refuse, they will have to deal with letting you resign as a member or lose the loan. It is an excellent point of leverage for you in that situation.

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