• FreeAdvice has a new Terms of Service and Privacy Policy, effective May 25, 2018.
    By continuing to use this site, you are consenting to our Terms of Service and use of cookies.

LLC Dissolution

Accident - Bankruptcy - Criminal Law / DUI - Business - Consumer - Employment - Family - Immigration - Real Estate - Tax - Traffic - Wills   Please click a topic or scroll down for more.



I am a partner in a California LLC. As a partner and a member I wish to dissolve my legal role, function and responsibility within the organization. The existing partners do not want to take the necessary legal steps to remove me from the LLC. What legal steps do I need to take to dissolve my legal responsibility as a partner?



Withdrawal from Cal LLC

You can withdraw from the llc by giving written notice to the other members. It is best to send it registered mail, return requested so you have proof. To protect yourself from possible liability in the future, give notice to the banks, suppliers and other people you dealt with as a member, that you are no longer a member. The following is the portion of the California Corporations Code dealing with withdrawal from a llc.

CORPORATIONS CODE 17252. (a) The articles of organization or a written operating agreement may provide that a member may withdraw, resign, or retire from a limited liability company at the time or upon the happening of events specified in the operating agreement or that the member shall not have the right to withdraw, resign, or retire as a member of a limited liability company. Notwithstanding any restriction upon the right of a member to withdraw, resign, or retire, A MEMBER MAY WITHDRAW FROM A LIMITED LIABILITY COMPANY AT ANY TIME BY GIVING WRITTEN NOTICE TO THE OTHER MEMBERS. However, unless the articles of organization or written operating agreement provide otherwise, the withdrawn member shall not be entitled to payment for the member's interest in the limited liability company, and, beginning on the date of the withdrawal, the withdrawn member shall have only the right of a holder of an economic interest with respect to that withdrawn member's interest in the limited liability company, and then only with respect to distributions, if any, to which a holder of an economic interest is entitled under the operating agreement of the limited liability company, and the withdrawn member shall no longer be a member of the limited liability company. If the withdrawal, resignation, or retirement is in violation of the operating agreement, the limited liability company shall have the right to offset any damages for the breach of the operating agreement from the amounts, if any, otherwise distributable to the withdrawn member with respect to the withdrawn member's economic interest in the limited liability company.

Find the Right Lawyer for Your Legal Issue!

Fast, Free, and Confidential