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Extricating myself from 50/50 Partnership LLC

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JohnClark

Member
I am a 50/50 owner of a LLC. My business partner is refusing to cooperate with me in any way. She will not allow me to sign over everything to her (including IP), she refuses to sign over anything to me and has stated she will never sign any legal document even sent to her by an attorney.

This business has NO debt, assets, or equity. It's literally just a bank account with a 0 balance.

I need her out of my life forever. I am fine giving any business assets to her, but she is totally stonewalling. What options do I have here?

Thanks!
 
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Zigner

Senior Member, Non-Attorney
I am a 50/50 owner (first mistake on my part) of a LLC registered in Pennsylvania. My business partner is my ex-fiancee (second mistake), and she is refusing to cooperate with me in any way. She will not allow me to sign over everything to her (including IP), she refuses to sign over anything to me and has stated she will never sign any legal document even sent to her by an attorney.

This business has NO debt, assets, or equity. It's literally just a bank account with a 0 balance.

I need her out of my life forever. I am fine giving any business assets to her, but she is totally stonewalling. What options do I have here?

Thanks!
If you wish to divest yourself of the business entity, then you will need the assistance of an attorney who can review the operating agreement to see what steps you may be able to take unilaterally.
 

JohnClark

Member
Thanks for weighing in Zig! A few followup questions:

1. So the fact that the business has no assets/equity/debt doesn't really matter?
2. I'm pretty sure the Op Agreement is boilerplate from Legal Zoom, is that better than one that's highly customized?
3. She has no power to prevent me from divesting in any way does she?
 

Zigner

Senior Member, Non-Attorney
Thanks for weighing in Zig! A few followup questions:

1. So the fact that the business has no assets/equity/debt doesn't really matter?
2. I'm pretty sure the Op Agreement is boilerplate from Legal Zoom, is that better than one that's highly customized?
3. She has no power to prevent me from divesting in any way does she?
For #1: It might not matter NOW, but who knows what the future may bring?

For #2 & #3: You need an attorney to fully review the operating agreement. Such review is beyond the scope of this forum.
 

JohnClark

Member
Ok, I'll take a look at it when I get home tonight. Are there any clauses I should look for that might help me out?

She refuses to cooperate on even paying the monthly account fees, which should be 50/50 per the agreement right? Do I have any recourse here?

To be clear, I just want her OUT of my life forever. I will give her anything she wants in regards to the business - even the IP that belongs to me before the operating agreement was signed.
 

Zigner

Senior Member, Non-Attorney
Once again: You need an attorney to fully review the operating agreement. Such review is beyond the scope of this forum.
 

JohnClark

Member
So I have no options but to seek counsel? I was trying to deal with this internally but her Oppositional Defiant Disorder is overriding her better judgement. Since she is totally, documented as uncooperative an attorney is my only choice...
 

JohnClark

Member
You previouly wrote...

IP (intellectual property) would be an asset?

Does the operating agreement say anything about separating yourself or disbanding the LLC?
By IP I mean logos and meaningless graphics. Nothing revenue generating. I will have to look at the OA when I get home. Thank you all for weighing in, I'll be in touch with further details.
 

quincy

Senior Member
By IP I mean logos and meaningless graphics. Nothing revenue generating. I will have to look at the OA when I get home. Thank you all for weighing in, I'll be in touch with further details.
Intellectual property IS a business asset.
 

quincy

Senior Member
What is the name of your state, JohnClark?

Never mind. I see in Zigner’s quote of your original post that your business is registered in Pennsylvania.
 

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