Taxes in an L.L.C

I am a 20% "silent" member in an L.L.C. I have recently found out my partner did not make appropriate payroll federal tax deposits. I would like to withdraw from the L.L.C. Am I responsible/liable for tax deposits not made while I was a member?

If this was a general partnership, you would be a partner and as a partner, you would be personally liable for taxes owed by the business. Luckily this is an LLC and as a member, you are not liable for the general debts of the LLC, so you are OK on that score.

However, if you are what is called a “responsible person” with respect to the tax: if you are responsible for withholding, accounting for, depositing, or paying withholding taxes and willfully fail to do so, you can be held liable for a penalty equal to the tax not paid, plus interest. A responsible person can be an officer of a corporation, a partner, a sole proprietor, or an employee of any form of business. A trustee or agent with authority over the funds of the business can also be held responsible for the penalty. "Willfully" in this case means voluntarily, consciously, and intentionally. Paying other expenses of the business instead of the taxes due is considered to be acting willfully.

If you were not responsible for the tax, as above, then you would not be personally liable on this. However, if you were a company director, or in any other way had a duty to know if the taxes were paid, then you could be considered a “responsible person.”