What is the name of your state (only U.S. law)? live in FL; LLC in DE.
How do I ensure I have extricated myself from a non-operating Delaware LLC whose 90% owner does not want to pay to formally dissolve the LLC? I received 5% ownership in a LLC in Jan 2008 which was restricted during a vesting period of 5 calendar years in which I had to be employed. In May 2010, a secured lender foreclosed on all the assets of the company and took possession of the assets leaving several million dollars of unpaid, unsecured obligations. My employment ended in May 2010. Tax returns were prepared and K-1’s issued for 2010 and marked as Final. The 90% owner was to file paperwork to formally dissolve the company in Delaware but to date has not done so. Per the vesting period, I understand that I may own 2% which is worthless. I do not want to have any involvement with this company or person. Questions: 1.) Do I have any ongoing liability? 2.) Am I still a 2% owner since the company is inactive? If so how do I go about returning the 2%? The original LLC Agreement which predates my involvement says Members cannot resign prior to Dissolution of the LLC (but the 90% owner has not dissolved the LLC). What can I do unilaterally to be sure I am doen with this?
How do I ensure I have extricated myself from a non-operating Delaware LLC whose 90% owner does not want to pay to formally dissolve the LLC? I received 5% ownership in a LLC in Jan 2008 which was restricted during a vesting period of 5 calendar years in which I had to be employed. In May 2010, a secured lender foreclosed on all the assets of the company and took possession of the assets leaving several million dollars of unpaid, unsecured obligations. My employment ended in May 2010. Tax returns were prepared and K-1’s issued for 2010 and marked as Final. The 90% owner was to file paperwork to formally dissolve the company in Delaware but to date has not done so. Per the vesting period, I understand that I may own 2% which is worthless. I do not want to have any involvement with this company or person. Questions: 1.) Do I have any ongoing liability? 2.) Am I still a 2% owner since the company is inactive? If so how do I go about returning the 2%? The original LLC Agreement which predates my involvement says Members cannot resign prior to Dissolution of the LLC (but the 90% owner has not dissolved the LLC). What can I do unilaterally to be sure I am doen with this?