September 15, 2016

Dissolve A Florida LLC Without The Other Partner’s Signature

I filed an LLC in Florida. I am the managing member and another person is a member and the registered agent. I no longer wish to have this LLC since I moved and other person has moved. I don’t know where he is. Can I dissolve this or remove my name from the LLC without other person’s signature?

Answer

Without a court order, or a resignation of the other member, I doubt you can dissolve a Florida LLC without all the members’ consent.

You can withdraw (resign as a member) from the LLC, though there might be restrictions based on what’s in your operating agreement.

If you don’t have an operating agreement, then Florida law makes withdrawal more difficult:

Florida Statute 608.427(1) provides the following:

      A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles of organization or operating agreement and in accordance with the articles of organization or operating agreement.
    Notwithstanding anything to the contrary under applicable law, unless the articles of organization or operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company.

I you think you might be exposed to significant liability, speak with a Florida attorney.

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